Into the Night
by Godzillafan93
Summary: The tale of Mat Dawson, a young SWAT officer in the RPD who gets swept up in the events of Resident Evil Zero. Readers be warned, this story was inspired by an M rated game, which "Contains Scenes of Explicit Violence and Gore." Reader discretion advised.
1. Resurrection and Assignment

Into the Night

_ At the start of the 1990's, Umbrella Pharmaceutical was the nation's, if not the world's, fastest growing corporation in the field of medicine. Numerous medical breakthroughs were made by either Umbrella scientists, or researchers backed by Umbrella money. Umbrella was a name on everyone's tongue, and no American household did not contain its products, in some form or another._

_ Ten years later, Umbrella was a toxic asset. No one would touch the slowly dying super giant, as it was torn apart by internal strife, poor leadership, and public distrust. Umbrella's best and brightest young minds were dead, its home base in Raccoon City gone up in smoke with the rest of the town. Truly the mighty had fallen far._

_ But how did this extreme turn of events come to pass? Best to start at the beginning…_

Prologue: Resurrection and Assignment

July 24th

Arklay Forest

Twelve Miles Outside Raccoon City

The young man stood atop a rocky outcropping high above the tree line, waiting. Arklay Forest, which ran from the mountains to the West to the twinkling lights of the city in the distance, was his domain. And now he laid a trap for those who had betrayed him. His revenge would be sweet…

The _Ecliptic Express_

Timothy Cain shifted uncomfortably in his seat. He'd been on the train since midday, and his back and rear ached. He was too swamped with last minute preparations to get up and stretch his legs.

Cain was in his early thirties, a man of obvious Germanic descent even before he began to speak. He'd been with Umbrella for ten years, ever since leaving the Army at the age of 24, working as a security advisor, because of which he had extremely high clearance when it came to Umbrella's more illicit activities.

Still, this was the first time he had been called to lead a team in the field. That puzzled Cain on some level. If Corporate wanted him to personally oversee a cleanup, it was probably bad.

Most of the operations Cain had been involved in were of a more hypothetical nature. _If A occurs, what would be the best means of inducing Outcome B, without undue damage to Facility C?_ Cain had provided his technical and military knowledge (he'd retired a colonel in the Army, a notable rank for someone his age), been paid, and gone on his way. He assumed that his knowledge was being used for contingency plans, but he didn't worry about things too much about it. _Need to Know_ had been drilled into his head at WestPoint so thoroughly he had trouble getting past it.

Now a small part of him was wishing he'd paid more attention to his own plans. It would have made preparing for this op much easier.

He reread his instructions.

_You will lead a team of Biohazard Countermeasures Forces into the areas known as the Hive and the Management Training Facility, where you will supervise the sanitation of all infected personnel and test subjects. Any survivors are to be quarantined. Extreme caution is to be taken, as the virus __**(Progenitor Variant 101-Tyrant)**__ is _highly_ contagious and lethal. _

_Once the biohazards have been dealt with, send an all clear signal through the RED QUEEN computer system, located inside the Hive. If the situation becomes untenable, fall back to the predetermined rally point and signal for pickup. Extraction will arrive within the hour. _

Wesker

_Director, Umbrella Special Forces_

They were fairly clear. They didn't make Cain any less nervous, though. This Tyrant virus must have been truly dangerous stuff, if Umbrella was willing to kill anyone infected with it. That meant it was going to be dangerous to his team. Well, Cain had prepared well. All eight members of his team were going in with full biohazard protection gear. He wasn't prepared to take any chances either.

His mind now thinking critically, Cain felt his butterflies disappear. This was no different from any of his consulting jobs. All he had to do was figure out the best way to fix the problem within Umbrella's parameters, and everything would be just fine.

Arklay Forest

He could see the train now, its lights showing in the humid darkness. It was heading for the city, undoubtedly full of workers returning home for the day.

The young man smiled, a truly chilling sight. The train was heading toward the city, but it wouldn't ever get there.

The young man inhaled deeply, threw back his head, and began to sing in a clear voice that carried throughout the forest. Below him, something began to stir…

The _Ecliptic Express_

(Enter TIMOTHY CAIN)

Cain took a break from his plans to check his watch. At first he was startled that he had allowed three hours to pass. Then he did a double take. The train should have reached the terminal in Raccoon City over half an hour ago. Irritably he flagged down an attendant.

After some difficulty understanding Cain's accent (which only made him madder), the attendant finally managed to reply. "I don't know what's going on, sir. I'm sure we'll arrive in due time."

"I am on a tight schedule!" Cain spat. "I don't have time for this!"

"I'll go talk to the conductor."

The Arklay Forest

There was no stopping it now, the young man knew. They were in his hand. Time to close the fist and crush them…

(Enter TIMOTHY CAIN)

"I understand your irritation" the conductor said, meaning he clearly did no such thing, "but I myself don't know what's gone wrong. You're right; we should have gotten back to the City forty-five minutes ago."

Cain rolled his eyes. _Idiots._ "Does _anyone_ know what they're doing?" he shouted. Several other passengers looked up at his outburst, startled.

"Please sir, keep your voice down" said the conductor pleadingly. Cain grinned smugly. "The only thing I can think of is that we've somehow switched lines. That would explain why we're so far off our timetable, but that itself doesn't make sense." The conductor shook his head. "Look, I just want to go home too. We're working as hard as we can to get this situation cleared up. So I suggest you just return to your seat, relax, and enjoy the ride. Believe me, when we figure out what's gone wrong, you'll be among the first to know."

Clearly there was nothing more Cain could get out of this imbecile. "Fine" he said sourly, sitting back down. He'd been there for another fifteen minutes (_an hour late, damn it_), when something struck the window next to him. Cain had paid little attention to the view outside, as it was dark, rainy, and visibility was measured in inches. Now he looked up, startled. _Hail, on top of everything else!_

But the thing that had struck the window wasn't hail. It wasn't rain, either, though it looked wet. It stuck to the window like some sort of slug (_if slugs got to be the size of baseballs_), and soon it was joined by more such…things. Someone behind him gasped. Apparently this was not a phenomenon localized to his own window…

That gasp turned into a scream as the window behind him shattered. At first Cain thought that the flying glass had cut the luckless passenger, but then he realized that the globs on his own window were moving. The surface (_skin?_) of one of them rippled, pulled back, and revealed…

"_Gott in Himmel!_" shouted Cain. Then the lights went out. Somewhere ahead a warning siren began to blare as more and more windows shattered. But by then, Cain was already screaming with the rest of the passengers.

Office, Special Weapons and Tactics Teams

Raccoon City Police Department Headquarters

Raccoon City Metropolitan Area

Mathias Dawson (Mat to his friends) was ready for bed. He'd been at work since 7 AM that morning, catching up on some paper work. Anyone who thought the life of a sergeant in SWAT was all danger and excitement was sorely mistaken. Some days he thought he had enough forms to fill out that he could have heated his apartment complex for several years.

But now it was time to go home. Mat checked his watch and swore under his breath. It was too late for the buses, so he'd get to walk home. It wasn't the first time. Raccoon City was a rough place after dark, but Mat was packing his standard Browning HP 9mm, so he figured he'd be a tough sell for any junkie turned mugger he ran into. Still, it wasn't a short walk from the RPD HQ to his apartment, and he was tired.

"Heading out?" Mat turned to look at the only other SWAT officer still in the building. Chase Mathison was in his mid thirties, had perpetual five o'clock shadow, and served as the SWAT A team's sniper. He also had a thick southern drawl, and further cultivated his cowboy image by wearing an enormous Stetson and tough leather cowboy boots when he wasn't on duty.

"Yeah" answered Mat. "Figure I'll call it a day."

"A'ight. See ya tomorrow."

Mat stepped toward the door. Before he could reach it, though, the knob began to turn. In burst Heather Jones, one of the RPD's secretaries. Heather was pretty, had long dark hair, and very brusque in demeanor. Still, she and Mat got along fairly well.

"Oh" she said when she stepped into the office and saw Mat standing there, surprise on his face, hand still out to grab the door knob. "Just the man I wanted to see." She placed a piece of paper in Mat's hand. "Late operational orders" she said apologetically.

Mat was puzzled. "Who starts an operation at," he glanced at his watch, "_eight thirty at night?_" He paused, reading through the document. "_Oh,_" he said, understanding dawning, "the cannibal case. You don't want me, you want LJ. He's around here somewhere…"

Heather shook her head. "Nope, LJ called in sick today. You're it."

"Me? Why me?"

Heather shrugged. "How should I know? But Captain Marini asked for you personally."  
"He _did_?" Enrico Marini, captain of the STARS Bravo team, was a notoriously hard man to impress. If he was calling Mat's number…_Then maybe I have a shot after all_.

Mat, like most of the RPD, had applied to join the newly formed Special Tactics and Rescue Service. He'd figured he'd have a better shot than most at gaining a spot, since he had worked with both Barry Burton and Richard Aiken in the past, as well as having known Bravo team's medic, Rebecca Chambers, since third grade. But in the end, it hadn't mattered. Mat had gotten back his application unopened, along with a note telling him essentially that he was too young for the position.

"What are you doing standing here?" Heather snapped at him. "Captain Marini wanted you there ASAP. Get moving!"

"Right" said Mat, heading for the door.

The briefing was in the old classroom, on the first floor. Since the SWAT offices were in the newer annex building across the back lot from the main precinct, Mat had to run in order to get there in anything even resembling a reasonable amount of time.

He was still five minutes late when he finally burst into the classroom. All heads turned to stare at him.

"Ah, Dawson" said Captain Marini, looking up from the lectern. "We were about to send a search party."

"Sorry, Captain" Mat said sheepishly, taking a seat in the back.

"As I was saying" said Marini, "the purpose of this operation is to meet up with our contact, a hunter named Jason Allen, who claims he knows where the killers are hiding. We'll use him to guide us right to them."

Mat felt a thrill rise inside of him. They were going after the group of murderers had dubbed the Arklay Cannibals. They had been terrorizing the area for almost four months, killing individuals on the outskirts of town, where the Raccoon City met the Arklay Forest. The most recent killing had been an entire family, eaten alive in their tents on a camping trip.

Marini continued. "Bravo team will go in first, make contact with Allen, and begin a search of the area." He gestured to a map hanging on a bulletin board behind him. "This is the area we will cover first, where Allen claims the killers' hideout is." He pointed to two locations on the map. "These two are private estates, private property owned by Umbrella Incorporated. Under no circumstances are you to set foot on those grounds. Umbrella says they have their own security teams stationed there, and they've seen no sign of the killers. It will make our jobs a lot easier."

Marini stepped away from the lectern, allowing another man to take his place. While Marini was medium height, broad shouldered, and had the dark complexion brought on by Italian ancestry, Alpha team's captain was tall, thin, and blonde. He wore a pair of mirrored aviator's sunglasses, and his uniform was of a darker blue than most police officers'. Albert Wesker nodded to his subordinate, and then began to speak.

When Marini spoke, his voice was deep and gruff, the lasting effect of serving as a sergeant in the United States Marine Corps. But when _Wesker_ spoke, it was the kind of voice that made someone _want_ to listen. The sort of voice that said _Listen to me, I get what's going on better than you do, and if you're lucky I might explain it to you_. In polished tones that spoke of a well bred New England background, Wesker said: "Alpha team will remain here in the City. We'll keep the chopper fueled and ready. We'll be right here in case anything goes wrong, or if Bravo team needs backup. Understood?"

Heads nodded. Mat knew them all by name and reputation. Kevin Dooley was the STARS backup pilot and mechanic. Edward Dewey and Brad Vickers were attached to Bravo and Alpha teams, respectively, as designated pilots. Both had hundreds of hours logged in all of the RPD's aircraft. Richard Aiken had worked briefly with Mat in SWAT; he was a solid guy with a level head. Kenneth Sullivan was a quiet black man, Bravo team's field scout, and a fair shot with his MP5 sub-machinegun. Joseph Frost was another former SWAT officer, one who Mat had never worked with personally. He seemed to have a knack for quick promotions: a little over a week after joining STARS, he'd been changed from Bravo to Alpha team, a much better position. As for Forest Speyer, Mat didn't know much about him, other than that he was a fair shot with nearly any weapon he picked up.

The real "rock stars" of the RPD were the three remaining Alphas, though. Barry Burton, former bomber pilot, former SWAT, avid gun collector, and weapons specialist for STARS. Chris Redfield, another former Air Force pilot, and the Alpha team's marksmen. And Jill Valentine, daughter of the famous thief, who claimed to be able to pick any lock and enter any building without detection. Those three were as close to celebrities as any police officer in Raccoon City could ever hope to get.

The only other STARS was Rebecca Chambers, one of his childhood friends. Mat's grandparents (who had taken Mat in after his parents' deaths) had lived next door to the Chambers'. Mat had first met Rebecca when he was ten years old. Rebecca had always been far and away ahead the other kids in her neighborhood when it came to intelligence. She'd skipped nearly all of elementary and secondary school, an eight grader at the age of nine. Because of that (and her voice, which even Mat thought made her sound like nothing more than Velma Dinkley from the old _Scooby-Doo!_ cartoon) had made her the target of more than her fair share of bullying. Because she had no classmates her own age, Rebecca hadn't had a great many friends. Mat, the literal "new kid on the block" had been in much the same situation. But when a group of eleven year olds had taken their harassments too far, Mat (who had always had a hard time minding his own business) had intervened. There had been three bigger and meaner kids and skinny little Mat Dawson had beaten them all. No one ever messed with Rebecca Chambers again. No one messed with Mat either, after that. They'd been friends ever since.

They'd gotten out of touch. Rebecca had gone off to college (at the ripe old age of 13, no less), while Mat had eventually left their hometown to pursue a career in law enforcement, finally ending up in Raccoon City. He'd hoped they'd have a chance to catch up at some point, but he'd hardly seen her since she'd moved into town.

"Alright, people" Marini was saying. Mat realized that the meeting was over. "Bravo team will meet up on the roof in ten. Be sure and pack for an extended stay. This is a detailed sweep of the area. Expect to be there for a while."

"_Dismissed!_" snapped Wesker. As Mat and the STARS filed out of the room, he saw the two captains turn back to the maps, no doubt conferring on the mission ahead. Mat tried to contain his excitement. Here he was, going on a mission with _STARS_! _This is my chance_ he thought to himself. _So I better not screw this up._

Mat hurried back to the armory. He needed to decide what weapons he was going to take with him. The STARS operated with standard Special Forces issue kit: 9mm handguns and MP5 SMGs, plus the odd 12 gauge shotgun and, rumor had it, a grenade launcher. Mat wasn't sure how true that last was, but even so, he'd need to be able to pull his own weight on the job. On the other hand, he needed to think practically. If he brought too much stuff, he'd only be slowed down.

He chose the Browning HP because it was the handgun he was best with. The thirteen round 9mm was the RPD's standard sidearm, and had been around since WWII. Mat already had one holstered to his thigh, and he took three spare magazines as well.

He also took his survival knife. He was no pro with the blade, but there were reports of wild dogs loose in Arklay. Besides, a knife was always a nice thing to have.

He also slung his own personal weapon, a P90 sub machinegun. _That_ weapon, with its non standard 5.7mm rounds, was _not_ a normal member of the RPD's arsenal, and had been bought with Mat's own paycheck, along with two spare fifty round magazines and about 150 spare 5.7 bullets, which were not cheap. Mat thought that the money was well spent, as FN, the P90's manufacturer, claimed that the special 5.7's could punch through any armor known to man. He slung that weapon across his back, and took both his spare magazines. He left about 400 loose rounds, figuring that with one mag in the weapon, plus two in reserve he wasn't likely to run out of ammo.

Finally, he grabbed a riot gun, a Benelli M1 Super 90 tactical semi automatic. He also took fifteen standard buckshot shells, and the same number of non-lethal "beanbag" rounds. The idea, after all, was to take the criminals _alive_, not tear them in half.

He slid the Benelli into his tactical vest's back holster, then headed to a nearby locker room to check himself over in a mirror. No sense in showing up disheveled.

Mat had opted to leave behind his riot gear, useless as it would be in the closeness of the forest. He instead wore the standard dark blue RPD uniform, over which he had a black tactical vest, the acronym SWAT on the front and back. His uniform was in as good a condition as it was going to be, so Mat wasn't worried. As for Mat himself...

He looked tired. _Go figure_ he though irritably. _STARS knew this was coming and probably planned their sleep schedule accordingly. Me? Not so much_. But there wasn't anything he could do about that.

Mat looked down at his watch. "Time to go."

The _Ecliptic Express_

There was something he needed to remember. Something, oh, what _was_ it? Something the man _knew_ he should know, but couldn't remember anyway.

And why was it so dark? That didn't make any sense. He'd been on the train, and then…

Timothy Cain's eyes snapped open, his mind fully awake again.

"Situation" he muttered to himself. "What's the situation?"

For one thing, the lights in the car were back on. That seemed odd to him. They'd been off when the…

"Shit!" Cain felt himself all over, expecting to find a slick, slimy glob somewhere on his body. When none were revealed, he let out a sigh of relief. Or tried to.

It was at that moment that Timothy Cain realized he wasn't breathing. Worse, he hadn't been breathing for some time.

He tried to remedy that now, hacking, coughing, trying to clear the strange thing lodged in his throat. No such luck. All Cain's bizarre gyrations managed to accomplish was give him a better look at the other passengers, or at least what was left of them.

There wasn't much. Those who hadn't been gutted by glass were bloated and bleached white. Cain could see the conductor lying a few feet away, half covered by a pile of luggage from an overhead that had collapsed. It didn't look like anyone had survived besides him.

_No_ Cain realized slowly. _I didn't survive either._ That made this, what? _Heaven? The first look at the Great Beyond? Funny_ thought Cain _the way things look, it could more easily be Hell._

Something shifted behind him. Cain swung around, searching for the source of the noise. Was there someone else there?

Yes. It was a man, a younger one than Cain, with shoulder length dirty blonde hair, strong features, broad shoulders, wearing a white robe with strange symbols on the front.

"Who are you?"

The young man cocked his head. "You're…Talking to me? How is that possible?" He sounded like someone used to figuring things out for himself. The speaking out loud also sounded like a habit.

"Of course I'm talking. Why wouldn't I be?"

"But" said the young man. "You're dead. Dead people don't talk…" He closed his eyes a moment. When he opened them again, there was satisfaction in them. "But of course, the Alpha. It must've somehow bonded with you. Why didn't I realize such a thing could happen?" He paused. "But how rude am I? Come, who are you?"

"My name is Timothy Cain. I work for Umbrella Pharmaceutical, as a consultant. Who are you?"

But the young man wasn't paying attention. "So it _was_ the correct train. When we switched the tracks, I wasn't even sure it was going to work. But now, all has been proven correct! My children truly are the marvels I always thought they were!" Rapture filled his voice. "Oh, if only William and Albert were here to see this! _They'd_ see how wrong they were!" Then something colder filled his voice. "But of course, that _is_ the whole point of the exercise, after all. Lure them in, and then-" He turned back to Cain. "You will come with me. Someone will be coming soon, and I cannot be here when they arrive. Come, we have much to do."

Things were beginning to stir in the wreckage around Cain. He tried to ignore them. "Who _are _you? What do we have to do?"

"Revenge, Mr. Cain. Revenge is my plan. As for my name," the young man smiled a truly chilling smile, "call me James."


	2. Crash

Chapter 1-1

Crash

Arklay Forest

Riding in a helicopter, Mat had found, was not an enjoyable experience. Especially not when that helicopter was full of people.

Right now he was crammed in between Enrico Marini and Richard. Mat was a skinny little guy, so he wasn't _too_ uncomfortable, but he wasn't exactly having a blast, either. That wasn't improved by the fact that, for reasons Mat himself couldn't explain, Forest Speyer _would not_ stop talking.

"I just don't get it" he was saying to no one in particular. "How does someone get _that_ fucked in the head? Eating people alive? When does _that_ get fun?"

He'd been going for almost the entire twenty minute flight. Mat checked his watch. They had another fifteen minutes before they reached a clearing where Edward and Kevin could land. _Outstanding_.

The other Bravos seemed to be just as annoyed. Kenneth, who sat on Forest's left, had his eyes closed. He looked like he was tying to sleep. _Probably a smart move_ Mat decided.

On Forest's other side, next t the window, sat Rebecca. She was looking out at the forest below, though with the reflective nature of the glass it looked more like she was having a starring contest with herself. Her jaw was set, her expression one Mat had seen on her face countless times in the past, usually before some sort of exam at school the next day. She was nervous.

"Don't worry" he said, poking her kneecap and giving her a big smile. "First one's always the hardest. After tonight, you'll be fine."

Enrico (Mat hadn't realized how laid back STARS was until he'd heard them call their captain by his first name) nodded. "Just follow our lead." He shrugged. "After fifteen years as a cop, I've got to be doing _something_ right."

Rebecca smiled nervously, but went back to the window. Enrico shrugged and looked at Mat. Mat returned the gesture. _What can you do?_

Suddenly, there was a loud bang from somewhere above their heads. Mat's first thought was that the chopper had been struck by lightning. _Funny_ the detached part of his mind thought _I always thought these things were dangerous._

"What happened?" shouted Enrico as the helicopter began to spiral out of control.

"Engine failure!" shouted one of the pilots (in the panic, Mat couldn't tell which). "Shit! Everybody hang on to something. We're going down!"

The next few seconds were a blur to Mat. Warning sirens began to sound in the cockpit as the helicopter descended far more quickly than anyone would've liked. Then there was a jolt, the sound of the chopper meeting the tree line, and more falling. Then the helicopter hit the ground. Mat's head hit the back of his seat, and his world went black.

"-veryone alright?"

Mat groaned and opened his eyes. His crash netting had kept him in his seat. He reached up and felt the back of his head. He was going to have a nasty bump there, most definitely.

He looked around. Everyone else seemed to be alright, if more than a little shaken. Even for experienced cops, helicopter crashes were something out of the ordinary.

Mat joined in the chorus of affirmatives with the STARS. Just as he'd thought, no one was hurt.

"Okay" said Enrico. He unbuckled his harness and stepped into the cockpit. "What's the situation, boys?"

"Well, we crashed" said Edward. "I don't think we're going to be going anywhere in this bird anytime soon."

"Damn" muttered Forest. "And I _just _had this thing washed." Everyone laughed.

"We're grounded, Captain" said Kevin. "This bird is totaled, just like Ed was saying. We're gonna hafta call back to HQ, have someone come get us."

If Enrico was upset by the news, he hid it well. "Alright people, let's pile out. Secure the crash site."

"Yes, sir!"

They climbed out of the wrecked helicopter. Once Mat was outside, he saw the full extent of the damage. It was a wonder that they'd survived virtually unscathed.

The helicopter had taken the tops off of two trees, then dug a trench about forty feet long and ten feet wide before finally coming to a rough stop in the mound of dirt it had pushed with its nose.

Kevin took one look at the rotor and began a low, steady stream of profanity.

"Can you fix it?" Enrico asked.

Kevin shook his head. "I don't think that anyone can" he said finally. "This bird's good for only spare parts now."

"Right. Kevin, you stay here with the bird in case Alpha team shows up early. Stay on the radio and guide them in." Enrico turned to the rest of them. "Everyone else, let's move out! Teams of two. Watch each other's backs, and stay sharp. Remember, there are murderers on the loose. Keep in touch on the radios."

They split apart from the crash site. Mat unslung the P90 and clicked on the flashlight he'd mounted on the side rail. He also had a laser sight, though using both would have been rather pointless.

He found himself partnered with Rebecca. "Some way to start off" she muttered as they moved into the forest. "My first mission, and it's over before it can even begin."

"Could be worse" said Mat.

"I can't really see how" replied Rebecca, drawing her handgun and keeping it at the ready. "Everyone here just sees me as the little kid. No one takes me seriously. And how can I get them to see past that if I never get a chance to be a cop in the first place?"

"They'll get past it soon enough" replied Mat. "Besides, it's better that they not see you in action at all than if they were to see you screw up."

Rebecca whirled on him. "You think I'm a screw-up?" she demanded hotly. She was rather sensitive about her abilities, Mat knew.

"Not at all" he said quickly. "But my first op with SWAT, I was supporting the regular cops during a high speed chase turned hostage situation. Genius managed to crash his car into a commuter bus. Took a passenger, a little boy, hostage. Then he took the kid and ran off to a nearby warehouse." Mat remembered the situation vividly. How scared _he'd_ been, scared for the kid, scared of the bad guy, scared he was going to screw up and let his team down. "Well, SWAT went in after him. We got separated; it was a big place. Anyway, there I was, wondering around on the second floor of an abandoned warehouse with my Browning and an MP5 for my only friends. Suddenly, I hear a noise. I whip around and open fire. I was willing to shoot first, then shoot again, and maybe, just maybe, if there was time, ask questions."

Rebecca looked at him expectantly. "What happened?"

"What happened?" Mat chuckled. "What happened was, I emptied an entire MP5 magazine into a couple rats who were in the wrong place at the wrong time. And, of course, everyone heard me, so pretty soon I had my entire team there to see just how bad I'd messed up. It wasn't pretty. I almost got fired over it. My boss, Captain Welles, was _not_ a happy man." Mat shrugged. "But here I am, a year later, and I'm part of the team. So don't worry. It just takes time, is all."

He decided not to explain how he'd later found the bodies of two other cops who had not been so fortunate, necks broken by the same criminal Mat had been chasing. Or how that criminal had gotten the drop on Mat, and almost done the same thing to him, only to have Chase and his Ruger Mini carbine take the murderer's head off instead.

They got to work instead, training the beams from their flashlights on the ground before them. Mat noticed that, like his P90, Rebecca's gun had a flashlight mounted on the bottom, which meant she could hold the handgun with both hands. It seemed awfully handy to him.

"What kind of gun is that?" he asked.

Rebecca shrugged. "According to Barry, it's a Beretta 92F custom."

"And is the bottom rail standard?" Mat asked. He didn't think it was, on the normal ones.

Rebecca shook her head. "Barry Burton's got a friend in town, Robert Kendo. Kendo and his brother design custom weapons. This here's the standard handgun for the STARS. Kendo calls it the Samurai Edge."

"Cool, where can I get one?"

"Join STARS" replied Rebecca. "They're custom, exclusive to the two STARS teams."

"Pity" muttered Mat. The Beretta had two more rounds per magazine than the Browning HP he carried. Two more rounds was a nice thing to have in a shootout.

Then Rebecca gasped and Mat forgot all about the Samurai Edge, Robert Kendo, and his desire to be a STARS. He turned to see Rebecca scrambling down the side of an embankment. "What happened?" he asked. Then he saw.

There was some sort of half worn hiking trail on the ground below them. The jeep had probably taken it to save some time. _Lot of good _that_ did them_ Mat thought to himself. He could see Rebecca digging out her med kit from her side pack, but he knew that it was only a token gesture, ingrained in her from training.

One body looked like it had been thrown clear when the jeep hit the tree. He lay broken about six feet away, his neck at an impossible angle. The other man was still half in, half out of the crashed vehicle. Rebecca was kneeling in front of him, but she was shaking her head. He was dead too.

_Someone should call this in_ he realized. Then _Why not me?_ He unclipped the radio from his belt and hit the TRANSMIT button. "Dawson to Captain Marini, over."

There was a burst of static, and then: "Enrico, over." Mat filled him in on the situation. "I'll be right there" said Enrico, before the line went dead.

In that time, Mat began to think the forest was watching. He began to pan the P90 and its flashlight around the underbrush, jumping at every rustle in the foliage.

"Hey!" shouted Rebecca. "Mind keepin' that on me, will you?"

"Sorry" said Mat sheepishly, as he reslung the P90 and pulled out his main flashlight, a heavy duty Mag Light that could be (and probably had been) used as a night stick. He was more than a little uncomfortable aiming a gun at Rebecca.

"Thanks" said Rebecca, as she continued to make her way around the crash. "Mat, you're not gonna believe what I'm seeing."

"What might that be?" Mat asked; from where he stood he just saw his friend and a couple of dead guys.

"There guys, they look like they've been-_Hey!_"

Mat had heard something behind him and spun quickly, flashlight in his left hand, Browning in his right, wrists crossed, to confront whatever was sneaking up on him.

"Easy" said Kenneth Sullivan, stepping out of the trees. Mat lowered the weapons. "Jumpy much?"

"Sorry about that" Mat said sheepishly.

"Don't be" said Forest, following Kenneth. "As much shit as goin' wrong around here, you gotta be a little edgy."

"No harm, no foul" said Kenneth, grinning. He seemed willing to put up with Mat's jumpiness. Much more so than Peyton Wells, his superior in SWAT would have. Mat shuddered mentally at the thought. Had Mat aimed a gun at _him_, Wells might have cold cocked him. He was a serious man, no two ways about it.

Soon the other STARS had arrived, minus Kevin, who was still at the chopper crash.

"Well, Dawson, what seems to be the problem?" Enrico asked.

Mat pointed down the embankment. "Well, sir, Rebecca and I found this-" That was as far as he got. Everyone had stepped past him to see the sight themselves.

Someone whistled softly. "My God" said Richard. It had been too dark for Mat's own light to see the whole scene. Now that the other STARS were there, he could see just how horrifying the accident had been.

"Jeez" he said softly, looking at all the blood.

"Any survivors?"

Rebecca shook her head. "No sir." She stood up, wiping her hands on her uniform pants, which she'd had to roll up at the ankles. Even at 18, Rebecca had never gotten past being a small girl. She probably never would.

The STARS and Mat made their way down the embankment to her. "Any idea who they were?" Enrico asked.

Rebecca shook her head. "Soldiers of some kind, but I don't know where they're from or who they were." She sounded a little…off. Mat realized that this was probably the first time she'd seen people killed so violently. He glanced over at the jeep absently.

Then: "I can answer that one, sir. According to the side of their jeep, these guys were military police. Though I don't have any idea why they were taking the back roads, especially on a night like this." It had been storming hard earlier. It wasn't now, but it looked and felt like it might again at any time.

"Might as well find out" said Enrico, half to himself. "Okay, people, spread out and search the area. Let's see if we can't find any clues as to why our late friends were out here."

Rebecca knelt down next to the body half inside the jeep. "Can someone give me a hand with this?"

Richard knelt beside her. Together they began to gently work the body loose from the wreckage. Richard gagged. "Ugh, look at this guy. He looks like he put his head in the piranha tank at lunch time."

"That _is_ what it looks like" said Rebecca.

"Ever seen a car crash that caused injuries like this?" Richard asked.

Rebecca shook her head. "I've never _seen_ a car crash period, but even so, this doesn't fit. It almost looks like something was _eating _him."

Mat bent down and helped them work the body free and carry it over to its dead companion. "The wild dogs?" he offered.

"Could be" said Rebecca, before heading back over to the jeep. She climbed almost completely inside.

"Uh, that doesn't look terribly safe" cautioned Richard.

Mat shook his head as Rebecca ignored them. "Word of advice from someone who's known her since forever. If you want her not to do something, telling her it's dangerous is the _last_ thing you want to do."

Rebecca, meanwhile, had climbed back out of the jeep, something clutched in her hand. She pulled out her flashlight and began to read aloud. "Court order for transport of prisoner, ex lieutenant William Coen. Prisoner sentenced to death, and scheduled for execution July 22nd…"

Forest took the clipboard. He slapped his hand against what Mat assumed was a picture of Coen. "Those poor soldiers. They were just good men, doin' there jobs, and they were murdered by that _scum_." Forest, Mat had noticed, had a good ol' boy's sense of justice, which, to Mat, seemed out of place in a cop.

Enrico took the clipboard from Forest and showed it around. "Alright people, this is our target. Take a good look. There's an escaped convict on the loose, and we're the only law enforcement in the area. It's almost like Providence itself conspired for us to be here." Mat had heard that Enrico had a reputation for being a devout Christian. Now he was fairly sure devout was not a strong enough word. Enrico continued. "Let's get moving. Search this area. Bring this scumbag back to the chopper. I'll be there with Kevin to keep an eye on things. Good luck, and keep your guards up. Coen is _extremely_ dangerous."

On that note, the police officers broke off, into the unknown forest.


	3. First Encounter

Chapter 1-2: First Encounter

The Arklay Forest

Near Unknown Military Crash Site

(Enter MAT DAWSON)

"Sir, take a look at these" said Mat, pointing at the tracks in the well churned road. "They lead straight to the crash site."

Enrico bent down next to him. The Captain nodded. "Look like dogs or something."

"Think that they're what chewed up the two crash victims?"

"Could be." Enrico shouted over his shoulder. "Kenneth! Got something I want you to see."

Soon Kenneth Sullivan, Bravo Team's field scout, was kneeling beside them. "Look like dogs, boss."

"That's what we think too" said Enrico. "Think you can follow them?"

Kenneth nodded. "Sure. That many, shouldn't be too hard. May I ask why?"

"Sure" said Enrico. "Those tracks are heading away from the crash site. That means that they could be following someone."

"Like Coen" said Kenneth excitedly.

"Exactly."

"Sir, we may have a problem." Mat pointed to the trail. "It looks like the dogs broke apart at some point. One group headed in one direction, the other in another."

"Alright, so we'll just have to follow both trails. And I want someone to follow the trail that the dogs left as they got here, as well. If that _is_ where the wild dogs are hiding, it might be a good idea to find out so we can clean them out later." He waved to Edward Dewey, who was going over the crash site on his own, now that Rebecca, Forest, and Richard had left. "Edward, take this trail" he said, pointing to the one leading to the crash site. "Dawson, take this one" he said, indicting one of the branches that went roughly West. "Kenneth, take this one" for another branch that headed approximately North. "Everyone, keep in constant radio contact. Check in every five minutes. And call in if you find anything."

"Yes, sir!" chorused the three men, before splitting up and heading into the forest.

The Arklay Forest

Approximately Twelve Minutes From Military Crash Site

(Enter REBECCA CHAMBERS)

Rebecca scanned the flashlight attached to the bottom of her Samurai Edge around her in a small circle. She wasn't really afraid; so much as she was just concerned about being thorough. At least, that was what she chose to tell herself.

A bush rustled somewhere behind her. Rebecca spun around instantly, handgun leveled at the offending shrubbery, flashlight bathing it in a yellow glow. When nothing leapt out and tried to maul her, she relaxed, but only slightly.

She continued forward, slowly checking her right and left as well as behind her with every few steps. Up ahead, she noticed that the trees abruptly thinned out. She stepped forward, looking out of the forest.

"A train?" she wondered aloud, staring up at the huge shape that seemed to crouch before her.

The train was long, with an engine in front, followed by seven double-decker cars, and then a car in the back that she assumed was a caboose. Written across the side of each car were the words ECLIPTIC EXPRESS.

Rebecca now faced a dilemma. The train needed to be searched. She knew that is _she_ were an escaped convict, she's certainly be looking for a place to hide. And how hard would it be to hide on a train?

But could she do it by herself? Rebecca wasn't sure. It was a big area, after all, and it might not be safe for her to go in alone.

She took another look at the train. The lights were on, but she couldn't see anyone inside. The windows looked like they had been shattered on several of the cars. That brought her up short. _What happened here?_ she wondered to herself.

If the train was deserted, then there was no reason to call in the rest of her team, right? After all, it would only be a waste of everyone's time. She remembered Mat's story. She doubted the STARS would be as hard on her as SWAT had been on Mat, but it still wouldn't do much to alleviate her rookie status if she called in backup for no reason. Better to just go ahead and search the train now.

Then she heard something coming from across the clearing, inside the train. It was a sound that made her blood run cold. A moan, low and pitiful and full of untold sorrow. _Someone_ was onboard the train. Someone who needed her help. That ended up being what made Rebecca's mind up for her.

She started forward quickly; handgun at the ready in case Coen was really just luring her into a trap.

Suddenly, she felt a drop of water hit her on top of the head. Instantly, it began to pour down ice cold rain. _Great._

By the time Rebecca made it to the train, she was soaked.

The Arklay Forest

Approximately Fifteen Minutes From Military Crash Site

(Enter RICHARD AIKEN)

Like Mat, Richard carried a Benelli shotgun with a flashlight mounted on the side. But Richard's was a modified Benelli M4 Super 90, which he had changed from semi automatic to pump action, as well as increasing the internal magazine from the standard seven to ten.

He used the shotgun to scan the bushes now, taking note of every rustle. There were all sorts of reports of bizarre creatures roaming the Arklay Forest these days. Richard didn't much credit them, but then luck always favored the prepared.

He heard the rain begin to patter the tree tops above him. For a moment, he was overcome. _Rachel always loved the rain_. He shook his head. Rachel also wouldn't want her big brother getting misty eyed on the job. She probably wouldn't want him getting misty eyed period, but there wasn't a whole lot he could do about that. _Save it for later._

He heard something crashing through the underbrush ahead of him. Richard sank down into a low crouch and readied the shotgun. Whatever was coming toward him sounded big. Worse, it sounded _pissed_.

He heard a low roar as the thing exploded out of the underbrush toward him. Richard dodged out of the way as a bear charged straight through where he had been moments before. It turned to face him, standing on four legs, its head low to charge again.

"Oh shit" muttered Richard as he and the bear stared each other down. The assault shotgun was loaded with 12 gauge buckshot, but Richard wasn't interested in trying to fight a bear at such close range. Even if he managed to mortally wound it, the thing could still maul him before it died.

"Easy, buddy" Richard muttered. He'd heard somewhere that the best way to survive a bear attack was to try talking it down. "No reason for either of us to die here."

As he looked at the bear, he realized that it looked to have been through the mill. Clumps of fur were missing, while others were slick with blood. One ear was gone completely, the other hanging raggedly from its head. One eye was swollen shut, while its front paws were missing claws.

All of a sudden, the bear stiffened and collapsed onto its side. Its sides stopped heaving, a final exhalation leaving its mouth with a snorted sigh. It was dead.

Richard cocked his head. "What the Hell was that?" he muttered aloud. Then he shrugged. The bear wasn't going to be bothering him again anytime soon. He stepped past the corpse and continued on his way.

About five minutes later, he called in to report that he'd encountered a bear. Enrico acknowledged and said he'd warn the rest of the Bravos. Richard slid his radio back onto his belt and went on his way.

A few minutes after that, he could've sworn he heard a faint crashing in the underbrush behind him. But he wasn't sure, so he kept the information to himself.

Arklay Forest

Canine Trail Leading South

(Enter EDWARD DEWEY)

After exploring the forest for about twenty minutes, Edward was convinced that every tree, shrub, and bush hated him. At six feet four inches, Edward was a man of above average height. With the HK G3 rifle and his long range radio antenna on his back, the STARS pilot/sniper was getting caught on just about every plant he came across.

After finally managing to disentangle himself from a particularly persistent thorn bush, knowing his bare arms would be covered with itchy thin scratches, Edward was more than a little irritated. His only consolation was that however bad off he was, the dogs whose trail he was following had to be in even worse shape.

He'd noticed that the ground was beginning to slope upwards, rather steeply. Edward was in shape, though, so he had no trouble making his way up the hill, eyes still locked on the trail. He was so engrossed in his search that he missed his check in. It wouldn't have mattered, though, as his radio antenna had broken off long before he'd even begun to climb.

When he got to the top of the hill, Edward was surprised to find a huge, two story house sitting in a clearing. The estate had a single, large outbuilding, which Edward assumed was some sort of guest house, which was connected to the main building by a covered walkway, lined with columns like something from ancient Greece. _Or _Batman Richard thought to himself. _Place looks just like Wayne Manor, albeit Wayne Manor after no one lived there for a while._

The estate had definitely seen better days. Its front door was hanging on by the top hinge, while several windows looked like they'd been boarded up. The columns lining the walkway and the main building's front porch were overgrown with ivy, and many looked to have been broken off halfway up, if not even shorter.

Edward shivered. This place was spooky. It felt like some sort of haunted house. He could feel eyes on him, watching, measuring, planning. He had a sudden irrational urge to flee back into the forest, and forget all about this place.

Then he noticed something moving near one of the boarded up windows. He shone the flashlight on his Samurai Edge over it, and found that it wasn't in front of the window but _inside _it. There was an arm sticking out, from between a pair of boards, an arm that seemed to be reaching out for him.

Then a low moan reached Edward's ears. He shivered as the sound pierced him, like the wail of some lost soul. Then he crossed himself, a gesture he hadn't made since catechism when he was a little kid.

He stepped toward the house. "Sir? Sir, are you alright?" He got no answer. "Sir, I'm with the RPD. Our chopped went down about twenty minutes ago, and I need to contact the City. Can I use your phone?"

Still no reply. Edward was about to step even closer to the house, when he heard a crunch, the sound someone made when they stepped on a dead tree branch, behind him. He spun around, Samurai Edge at the ready. "Who's there?" he demanded.

No answer, only the sound of feet shuffling in a brush pile that had been behind him. Edward twisted the top of his flashlight, focusing the beam so that it would be longer. He shone it on the brush pile, revealing the figures of three men, all slowly making there way toward him.

Edward put on his most disarming smile. "Sorry about that, folks. Didn't see you there. Anyone, I was just talking to your friend over here," he gestured behind him, "and I told him I needed to use your phone. That okay?"

There was no reply from the group of people. "Not real talkative, are ya?" Edward shrugged. "Guess that doesn't really matter, so long as you give me some sort of sign that I can use your phone." Still nothing. Edward was getting annoyed. He was also getting wet. Since these people weren't going to help him, he decided to go.

Edward turned to leave, only to find a fifth individual, a woman, standing almost right behind him. He started in surprise, then decided to try one last time. "Hello, ma'am. I'm with the RPD, and now it is very important that I use your-"

That was as far as he got. Without warning, the woman lunged at him, her hands on his shoulders, her mouth open. She bit down hard on his shoulder, shaking her head from side to side like a dog.

Edward shoved her backwards, and then leveled the Samurai Edge. "What the fuck was that?" he demanded. The woman started to stagger back toward him. "Oh, no," said Edward, "I think you've had enough." He aimed the Samurai Edge at her chest. "One more step and I _will_ pull this trigger!"

The woman ignored him. She took one more step. Edward, already on edge from the biting and general atmosphere of the place, fired, two shots, straight at the woman's chest. Both bullets impacted with small puffs, and the woman staggered back and fell.

Edward spun to face the other three men. "That goes for all of you. Stay back!" The men ignored him just as the woman had. They kept right on coming for him. "Get on the ground!" shouted Edward. "On the ground, hands above your heads! _Now!"_ No response. "Damn it, get on the ground, or so help me I will put you _in _it!"

When the three cannibals (because Edward knew these had to be three of the ten or so Arklay Killers) failed to comply, Edward opened fire. His first shot grazed the man on the left in the shoulder. He continued on as if nothing had happened. The shot the man in the center in the lung, without even causing him to break stride. The man on the right he shot in the leg, which caused him to stagger, fall, and then begin to crawl a little ways behind the others.

A cold hand fell on Edward's shoulder. He looked over it to see the face of the woman he though (no, he was _sure_) he'd killed as she opened wide and bit down on his shoulder again. "Ugh!" shouted Edward, as he twisted his body and elbowed the woman in the head. The woman groaned and fell back to the ground. Edward proceeded to empty the rest of his magazine into her. He shot her anywhere he could think of: both lungs, the heart, the gut, and even her head. Finally, when the woman was just a bloody pulp, Edward was satisfied that she wouldn't bother him again.

The slide had locked on the Samurai Edge, telling Edward he needed to reload. He thumbed the release, then slid home a new magazine. He turned back to the other three men, only to have one of them attempt to bite him as well. He placed his hand on the man's chest and shoved. The man stumbled back a few steps, then righted himself. Edward shot him in the same places as the woman, finally putting him down. He turned his attention to the next man in line, and opened fire. With both men down, he reloaded the Samurai Edge again, noting as he did so that he had only two more magazines left. If all the cannibals were as durable as these three had been, he was in trouble.

The one he'd shot in the leg was still crawling toward him. While Edward was sliding home the new magazine, he half sat up and grabbed Edward's right leg. "Ugh" said Edward again, yanking his leg out of the man's grip, then bringing it down hard on the man's head. It broke open with a sickening crunch.

He bent down and examined the body. It was in some sort of dark blue uniform, he noticed. Rolling the body over revealed that he was CARTWRIGHT, and worked in SECURITY. Edward had no idea what he was doing running with a pack of serial killers, but he did notice that the man's body was also covered with bite marks, some like the ones the bodies at the crash site had had, some like the ones on Edward's own shoulder. It looked like the killers practiced a little bit of in-biting amongst themselves when no better prey was available.

He pulled out his radio. Catching the murderers was, after all, the reason they were in the Arklay in the first place, and he needed to radio in his findings, as well as request medical attention. But when he hit the transmit key, he got only static. Then he noticed that the antenna on top of the radio had broken off. "Shit."

He looked over his shoulder, to see more people coming out of the house, all with the same half lethargic gait as the four he'd killed. Edward didn't have the ammunition to take them all down.

Much as he hated to run from a fight, he had no choice. "Shit" he muttered again, then ran back into the forest, clutching his shoulder.

Slowly, the figures coming out of the estate began to follow him.

The Arklay Forest

Aboard The _Ecliptic Express_

(Enter REBECCA CHAMBERS)

"This is officer Rebecca Chambers of STARS" Rebecca called into the train car. "Identify yourself!"

There was no break in the low voice that continued in its quiet monotone. _Great_ thought Rebecca. _Deaf or crazy. Or both._

Well, there was nothing for it but to proceed into the car. Rebecca stepped forward into the car slowly, Samurai Edge at the ready. She was in a narrow hallway. On her left was a single sliding door. Rebecca stepped toward it, activated its motion sensor, and caused the door to slide open automatically. She stepped through the door, noting that the power still seemed to be on in this car as well. The windows had also been shattered on one side. Rebecca noticed that there was broken glass _inside_ the car, and realized that whatever had broken the glass had been outside. _Hail?_ she wondered hopefully, but shivered all the same.

Then she realized that the voice was getting closer. It was coming from a bench about a half a dozen feet ahead of her, in fact. Rebecca walked toward the sound, then relaxed when she saw what the sound was. It was a small AM radio, turned down low so as not to disturb the other passengers, the voice of a dull newscaster droning on about the ongoing presidential sex scandal, before going on to discuss the relief efforts for the previous week's tsunami in New Guinea.

Then Rebecca noticed the man slumped over beside the radio. "Sir? Sir, are you okay?" she asked, leaning forward. Then, she gasped. When she'd gotten a better look at the man's face, she'd seen just how scarred and mutilated it was. The man's features, what was left of them, were twisted in agony, his eyes shut tight in pain.

Rebecca reached out to take his pulse. She grimaced when her fingers touched the thin coating of slime that covered his body, but still felt around until she was sure he was dead. Then she withdrew her hand and wiped it on her pant leg. "Lots of death today" she muttered to herself. She was glad she still wasn't used to it.

She reached down to turn off the radio, then jumped back when the body slid forward in the seat so that it almost fell on her. She continued to scramble back when she realized that the body had not, in fact, merely fallen over, but actually begun to move. The man slowly began to stand, turning to face her, his eyes open and milky white, his hands raised. _Like a zombie_ Rebecca thought idly.

"Sir, are you okay?" Rebecca asked, still taking an involuntary step back. She knew this man was hurt, despite the fact that he'd had no pulse a second ago. She could explain _that_, if she had a chance to sit down with her medical texts she was sure she could find a perfectly rational explanation. That didn't stop the one small, irrational part of her mind that urged her to simply _get away!_ as soon as possible. That part of her mind told Rebecca that this man didn't want help, he wanted _her_, and in the worst way.

Rebecca took a step back, spun to flee, and found her way blocked by two more men, both in similar states of…decay? They both looked like they had been dead for some time, yet here they were, coming after her. One wore a train employee's uniform, with a blue cap that read CONDUCTOR above the brim. The other looked like another passenger, and he too was covered in scratches, as well as missing part of his face, making it look like he was grinning dementedly at her.

Rebecca drew her Samurai Edge. "Say back!" she shouted in her most authoritative voice, which was so commanding it actually surprised her. The two men, however, were not moved.

One reached out to grab her, but Rebecca shoved him back. He staggered a few steps, then recovered like one of those inflatable punching bags her little cousin had. Rebecca leveled her handgun. "One more step, and I'll shoot!"

The man did indeed take one more step and Rebecca (surprising herself again) did indeed pull the trigger. The man jerked back as he took as round in the shoulder, but kept on walking as if nothing had happened.

Rebecca fired again, this time at the other man's gut. He ignored what ought to have been a mortal wound and stepped still closer. Rebecca fired three more times in quick succession, once in the heart, once in the lung, and finally in the head. At that last, the man let out a moan of release and fell back, dropping to the floor with a heavy thump.

Rebecca shot the conductor in the head as well, watching as he too went down. Then the man behind her, who had slowly shuffled toward her, grabbed her shoulders and tried to pull her back to him.

"No!" cried Rebecca, throwing back her shoulders and squirming out of his grip. She spun around and put a bullet through his head as well. The passenger fell back onto his seat, then rolled off into the floor. He did not stir again.

Rebecca took a step back from the body, eyes wide. Her green high-top (not regulation but broken in, unlike her standard boots) came down on the conductor. She jumped and hurried over both bodies sprawled in the aisle.

"I-I thought they were dead" she stammered, staring at the three men she'd killed. Her body began to shake uncontrollably as she slid the Samurai Edge back into its holster, then hurried out of the compartment back into the hallway, as if leaving the scene would undue what she'd done.

The Arklay Forest

Western Canine Trail

(Enter MAT DAWSON)

Mat silently raged at himself. He'd lost the trail, like a fool, and probably his best chance of impressing Captain Enrico. If he didn't make a good impression on the STARS captain, how could he expect to ever be accepted?

"Dawson, it's Enrico" his radio informed him. Mat unclipped it from his belt and hit TRANSMIT. "Go for Dawson."

"How goes your search?" asked Enrico.

Mat debated about not telling Enrico the truth. He was sure he could find the trail, if he searched around for a minute. But…Enrico was a good officer, and honesty was always the best policy with an officer like him.

"Sorry sir, but I've lost the trail."

"Sorry to hear that, but chances are it's a good thing you did" replied Enrico. "I need you to break off your search anyway. Edward hasn't checked in for ten minutes now. I'm hoping that he's just having technical difficulties, but I want to be sure. You have the least amount of distance to cover to get back to him. I want you to go find him."

"Yes, sir" said Mat. "I'll call back when I find him."  
"Good man" said Enrico. "Oh, and Dawson? Be careful."

The Arklay Forest

(Enter EDWARD DEWEY)

He felt like he'd been running for hours, though Edward knew it had only been a few minutes since he'd fled the estate. He had no idea where he was, and worse, he had no way of telling anyone else.

And his arm wouldn't stop bleeding. It throbbed were the crazy woman had bitten him, and his uniform was soaked with blood. He could see spots in his vision, he was light headed, and exhausted. He told himself that it was because of blood loss. After all, his shoulder couldn't already be infected, could it?

Then he heard two frantic gunshots from farther ahead, followed by the loud barking of dogs. Using the last burst of his strength, Edward headed toward the noise.

The Arklay Forest

(Enter MAT DAWSON)

Mat had heard the gunshots, too. He also ran in that direction, though he was both much faster and much closer than Edward, so he got there first.

"Down! Down girl!" he heard a man shouting from up ahead. There was a loud snarl, then "Oh God!" which turned into a bubbling groan.

Mat unslung the P90, pulled the charging handle on the left side, and crept forward. He peered through the bushes to see to shapes thrashing about on top of something. It took him a moment to realize that the two shapes were both lean bodied hunting dogs, while the figure on the bottom was…

"Oh shit" he said. One of the dogs looked up, bared its teeth, and snarled at him. It stepped off the body, allowing its companion to tear off a huge section of flesh. The dog continued to come toward Mat, growling low in its throat. Mat leveled the P90 and fired, a three round burst at the animal.

The dog yelped in surprise and fell over, only to scramble to its feet again and snarl in rage. The other dog looked up from its meal as well. It lifted its head and howled into the rainy night.

Mat fired again, hitting the lead dog with another burst. The dog scrambled back to its feet and rushed him. Mat rolled out of the way, then fired on full auto at the dog as it sailed past. Fifteen 5.7mm bullets struck the dog's head and flank, causing it to cry out in pain. It landed in a heap and was still.

Mat stood up and fired at the second dog, which attempted to run around and attack him from the side. Mat lead his target and fired again, this time a more controlled three round burst at the dog's head. It yelped and spun end over end, before finally coming to rest.

Mat let out a sight of relief and changed magazines in the submachine gun. He'd reload the empty one later, but for right now just slid it into his pocket.

He was so busy reloading and being relieved that the _third_ dog had no trouble rushing out of the bushes and knocking him off his feet.

The Arklay Forest

(Enter EDWARD DEWEY)

Edward found himself on top of a rock wall overlooking the source of the noises. He'd heard the automatic gunfire and quickened his pace, knowing that the only two people in the area with automatic weapons were Kenneth Sullivan and Mat Dawson.

He arrived just in time to see the dog pounce on Mat and pin him to the ground. Edward swore something his old priest no doubt would have determined was a mortal sin, then pulled the G3 off his back and sighted in. But Mat and the dog were thrashing around, the dog trying to tear out Mat's throat, Mat trying just as hard to keep it from doing so. He couldn't get a clear shot.

Edward saw Mat use one hand to grab the dog by the loose skin at the back of its neck, using that to hold its snarling face above his throat. His other hand, his right hand, fell down at his side. It returned a moment later, the Browning HP clutched firmly in it. Mat fired two shots into the dog, one in the gut, the next in the head. Either shot should have been lethal, but just like with the cannibals, the dog only went down after a 9mm bullet tore its brains out.

Mat stood up and went over something lying a few feet away. Edward realized that it was a body. Mat began to rummage through the man's pockets, looking, no doubt, for some form of identification.

Sure enough, Mat withdrew a small wallet a few seconds later from the man's pocket. He holstered his handgun, then pulled out his flashlight and began to go through it. After a few moments, Edward heard Mat mutter "Shit!"

"Who was he?" Edward called down. Instantly, Mat had dropped the wallet, replacing it with his Browning.

"Who's there?" he demanded.

"Sorry" called back Edward. "It's Edward Dewey."

Mat relaxed. "Thank God" he said, relieved. "I thought I was gonna be out here all night looking for you. You missed your check in, and Captain Enrico got worried."

"Sorry about that" said Edward. "My radio broke, and I couldn't-_Gah!_"

"Edward, are you alright?"

Edward nodded. "My arm's just all messed up. I could use a bandage, but that's not the important thing. I figured out where the killers have been hiding." He gestured back up the hill. "They're back thataway. Let's head back to the crash site, then we can- _Look out!_"

The man behind Mat had just stood up, hands raised to grab hold of the young man. "Whoa!" exclaimed Mat, leveling the Browning. "Mr. Allen, are you okay?" Edward got a good look at the man when Mat shone his flashlight on him. "Christ, you're all fucked up! Sir, I need you to sit down. We'll get that taken care of if you'll just-" Mat sidestepped as the man (Allen, their informant, Edward realized) lunged forward at him. "Mr. Allen, I really need you to sit down." Mat aimed the Browning at Allen's leg. "Sit down now!" he commanded. Allen, just like the cannibals, ignored him.

"Mat, shoot him!" shouted Edward. Mat looked over his shoulder at him in confusion. "Damn it, shoot him now!" Mat turned back to face Allen, who lunged forward again. Mat fired, too high, striking Allen in the gut instead of the leg. Allen let out a guttural growl, but otherwise ignored the wound.

"Shit!" exclaimed Mat, stepping back. He fired twice more at Allen, both rounds grouped tightly in his upper body. Neither did any good.

Edward leveled the G3 and sighted in. He was beginning to get the picture here of what was going on…

The report from the G3 was loud enough to make Mat look up at him in surprise. Allen fell to the ground, a big hole where his head used to be, the exit wound leaving a huge gap for his brains to leak out of.

"Damn" muttered Mat. "What the fuck was that?"

"Zombie" said Edward, reluctantly.

"_What? _Are you insane? That wasn't a zombie, that was…" Mat looked down at the body again, specifically at the two bullet holes in his chest, as well as the blood that had run out of the man's jugular when the dog tore it out. "How did he…"

"Hell if I know" replied Edward. "But we need to get back to the chopper _now_." He leaned up against a tree. "Man, I don't feel so good."

"Stay there" said Mat. "I'll come to you."

Edward heard something panting heavily in the bushes behind him. He turned around to see another dog, this one a big mean looking German Shepard, starring at him.

"Oh shit" he muttered, jerking his hand down for the Samurai Edge. The dog reacted faster, lunging forward and knocking him off his feet. Then it bit down hard on his ankle and began to drag him back into the forest.

"_Edward!_" he dimly heard Mat yell. Then his head struck a rock, and Edward Dewey was dead to the world.

**ALRIGHT, THAT'S CHAPTER 1-2. SORRY IT TOOK ME LONGER THAN I THOUGHT IT WOULD TO UPLOAD THIS, BUT HERE IT IS. IF YOU LIKE IT, SUBSCRIBE. IF YOU HATE IT, TELL ME WHY. FEED BACK IS ALWAYS APPRECIATED, REGARDLESS OF WHETHER IT'S POSITIVE OR NEGATIVE. CHAPTER 1-3 OUGHT TO BE UP TOMORROW.**

**-GODZILLAFAN93**


	4. Coen

Chapter 1-3

Coen

Somewhere in the Arklay Forest

(Enter MAT DAWSON)

"Edward!" Mat shouted as the other cop disappeared with a cry. Without hesitation, Mat ran up the rather step hill, Browning drawn and aimed down, where it wouldn't catch on any of the foliage. He could hear the dog snarling to itself as it dragged Edward farther and farther away. Soon the sound was little more than an echo.

"Shit" muttered Mat for what must've been the hundredth time that night. But he kept running. If he stopped, if he fell behind too much, Edward would die before Mat could reach him. "Not gonna happen" he swore to himself.

The Arklay Forest

Bravo Crash Site

(Enter ENRICO MARINI)

Enrico stood on the ground next to the wrecked chopper, watching his chances for promotion slowly dwindle to nothing. Irons had never liked him anyway (Enrico had been one of a good sized handful of cops who had stood up to the RPD's rampant corruption), but the tight fisted police chief was definitely not going to like it that on Enrico's watch, on of the RPD's helicopters had been totaled. If _that_ wasn't a career breaking move, Enrico didn't know what was.

_Everything is part of God's plan_ Enrico told himself._ Even if He doesn't feel the need to share his reasoning with me, that doesn't mean it isn't there._ If his career as a police officer didn't work out, he could always go back to the Corps. It would be hard on Maria; his wife loved Raccoon City, and she was good friends with Enrico's fellow STARS Barry Burton and his wife, but it would be better than being destitute.

"How's that radio looking?" he asked Kevin, who was sitting inside the pilot's seat in the chopper.

The pilot shook his head. "No good. Piece of crap is busted. Totally fried. Unless you want to try sending up smoke signals, there's no way for us to alert Alpha team as to where we are." Kevin glanced up through the broken glass of the cockpit. "And in this weather, even smoke signals aren't too likely to be useful."

"Can you call the other STARS?" Enrico asked. Even if they couldn't contact Raccoon City, it would be useful to contact the other members of his team.

Kevin shrugged. "I don't see why not. They can contact us. I don't see why we shouldn't be able to talk to them. Aside from Edward, that is, and Mat's looking for him still."

Enrico nodded. All told, things weren't as bad as they could have been. "RPD SOP is to wait 24 hours before a search and rescue mission can begin, unless they get a call sooner. So get comfortable. We've got a long night ahead of us."

On that note, Enrico sat down on the inside of the chopper, in one of the benches. He hefted the briefcase he'd taken from the crashed jeep. It was locked, but he had no trouble breaking it open. It was a simple commercial locked attaché case, not a more heavy duty one.

Once the lock was off, Enrico settled down to read. There might be something inside that would allow them to capture Coen easier. And, it wasn't like there was a whole lot more for him to, was there?

Somewhere in the Arklay Forest

(Enter MAT DAWSON)

The dog had finally slowed down some. That was good for Mat, who felt like his lungs were going to burst. He finally burst out of the tree line, finding himself inside a clearing. For a moment, he thought he was back at the crash site, but this one seemed bigger than the other. And instead of a crashed helicopter, there was a tall rock outcropping. Atop the rocks stood a tall, broad shouldered man in some sort of flowing robe.

_Great_ thought Mat. _Just what I need right now. Some other whack-job who thinks he's Jesus Himself._ Then he was snapped out of his thoughts by sudden urgency.

The dog was heading straight for the man.

"Sir, you need to move!" shouted Mat, racing to the foot of the hill. But instead of leaping at the man, the dog merely dropped Edward at his feet, then sat wagging its tail. The man reached out a hand-

"Sir, you do not want to do that" said Mat, aiming the Browning at the dog's head. In the moonlight, he could just make out the animal's shape, and so hoped he could put it down before the stupid guy in the robe lost a hand.

But the man ignored him. Instead it began to stroke the dog's ear, causing its back leg and tail to thumb the ground enthusiastically, a sight which only became more surreal when the dog's ear came off in the man's hand.

_BANG!_

The report from the Browning broke the silence. The dog let out a pained yelp and collapsed, its head a bloody mess. The man jerked his head up, fury written on his rock hard features. "You're going to pay for that" he said coldly.

Mat ignored him, instead stepping closer to the rocks. "C'mon, sir, I need your help. My friend, he's hurt, and I need-"

That was as far as he got. Out of nowhere, another man came flying out and knocked Mat to the ground. He sat up on Mat's stomach and began to pummel him with his fists. Mat took to punches to the face, then drew the Browning and shot the man in the head.

The man let out a growl of surprise, but slid off Mat. He didn't die, though, which was Mat would have expected from a headshot. Mat rolled in the opposite direction, then rose to a kneeling position. The man rubbed at his face for a moment, then looked down at his bloody hands. With a snarl, he ran at Mat again. But Mat was ready this time.

He fired four times, three at center mass, which caused the man to loosed momentum and stagger back, the fourth at the man's head. With another snorted growl, the man sank limply to his knees, dead.

Mat stood up, then turned his attention back to the other man. He aimed the Browning. "Who are you?" he demanded.

The man ignored him. Instead, he knelt down. With one hand, lifted Edward by the throat and held him in midair.

"Drop him!" snapped Mat. The man continued to ignore him. Mat noticed something was sliding down the man's arm, onto Edward. When the things touched Edward's skin, he began to scream.

"Alright, fun's over" said Mat, firing the Browning twice, both rounds at the man's arm. But two of the slick objects there seemed to detach themselves at fly at the bullets. Both struck the 9mms and took the full brunt of the shots, exploding in gooey chunks.

Now the man looked over at Mat. With his left hand, he made a gesture like throwing a baseball. Mat stepped back as the slimy object flew at him, then shot it out of the air. He shot two more out of the sky in a similar manner, then watched the slide lock back on an empty magazine just as a fourth flew at him.

The thing really did hit like a baseball, on thrown by a Major League fast pitcher. It knocked Mat off his feet like a brick, the thing slamming down hard on his KEVLAR vest. Mat tried to grab the thing and pry it off of him, only to find that it was slick with some sort of mucous. Finally, he pulled his knife out and speared the thing on it, then managed to pry it away. Even impaled on the knife blade, the thing still managed to take part of the vest with it. When Mat held it closer to examine it, the thing spit the piece of vest out and then opened wide a large, toothy maw. It let out an evil hiss, as if it were trying to suck him closer to its mouth. With a cry of disgust, Mat flicked the blade, sending the…thing flying. It struck a tree with a wet smack.

Mat stood up, only to be knocked down again when _Edward_ came flying down at him. Both men fell in a heap.

When Mat regained his footing a second time, nothing came flying down at him. He ejected the spent Browning mag, pocketed it, and loaded a fresh one, all in one smooth motion. Then he looked up at the man on the rocks, only to find the stranger starring back down at him.

"You may have killed Mr. Drew, but you'll find I have more friends in the forest waiting for you." As if to answer his unspoken summons, Mat saw the trees on the opposite end of the clearing start to shake, as if something huge was moving through them. Closer to him, more dogs began to bound out of the forest, slowly surrounding he and Edward, growling as they advanced.

Mat looked down at Edward. He was covered in the slick creatures, which seemed to be getting bigger. _Leaches?_ It didn't matter. Mat quickly pried them off, ignoring Edward's faint moans of pain as they tore away his skin. Then, Mat helped him stand to his feet.

"C'mon, buddy" he said, looking around at the dogs as they slowly got closer. "We have to go."

With that, he half carried, half dragged Edward back into the forest, the dogs barking in delight at the chase.

The _Ecliptic Express_

(Enter Rebecca Chambers)

There was a dead man at the end of the hallway. A _dead_ dead man, not the kind who…_No_ Rebecca told herself. _Let's not get hasty. Those other guys weren't dead, they were just…_

_ Napping?_ another part of her mind, the snide part, suggested. _Face it girl, you're up the creek without a paddle. You're out of you depth. What you need to do now is get the heck out of dodge._

Rebecca chose to ignore that impulse. Instead, she checked the door at the end of the hallway. ENGINE it said. Presumably, it would lead to the train itself. Rebecca didn't know how that information might be useful, since she could just step out the door, go around, and get to it that way.

There was something shiny in the dead man's hand, she realized. She bent down next to him, and leaned as close as she could bear (he smell really bad) to get a look.

It was a key, with some sort of strange tag attached. Rebecca reached for it. It might come in handy, after all.

Unfortunately, the man had a, well, a death grip on it, and would not let go. Rebecca grimaced in distaste as she tried to pry the man's cold fingers off the key, without breaking them (something she wasn't sure she could handle).

When the floor creaked behind her, she spun around, expecting to be confronted by one of the men from the other cars, come to eat her alive. She started to go for her handgun. Started to, because there was already a gun aimed at her head.

"Billy" she said, then, realizing she'd just addressed a hardened killer by his first name, amended: "Lieutenant Coen."

She felt a pang of fear. He was a big guy, a lot bigger than her, with large pectorals that were half exposed by the thin cotton undershirt he wore, along with larger than average biceps. She remembered the look of the two soldiers at the jeep. If Coen _had_ done that, then he didn't necessarily need the gun to kill her. Not a pleasant thought.

But Coen raised the handgun, aiming it at the ceiling. "You seem to know me" he said, his voice full of condescending amusement. "Been…fantasizing about me, have you?" He looked her over, a look that wasn't just him sizing up a potential threat. That also wasn't a pleasant experience.

"You were with the soldiers outside" she said coldly. Then she realized she might have made a mistake when his face hardened.

But only for a moment. Coen was studying her vest (at least, that's what she hoped he was starring at), which carried the international symbol for medic; designed to keep crooks and terrorists from shooting her in a gunfight by showing everyone she was a non-combatant. Then his expression changed, from coldness to mere arrogance.

"Oh, I get it" he said. "You're with STARS. Well, no offense, doll face, but _your_ kind doesn't tend to get along too well with mine. So I'm afraid our little chat time is over." Then he turned and walked away, his back to her, as if he didn't think she was a threat.

_Well, then he's got another think coming!_ Rebecca thought angrily. "Hold it right there!" she shouted, dashing around the corner. "You're under arrest!"

Coen stopped, then glanced over his shoulder. "Sorry, but, I've already worn the handcuffs" he said, raising his left hand and jingling the broken, half open link there.

"I could shoot, you know!"

Coen didn't look over his shoulder. His voice became flat. "_Could_ and _will_ aren't the same thing." Then he walked around the corner, back into the compartment with the dead men, and out of her line of sight.

Rebecca let out a sight half frustration, half relief. "Some first day" she muttered. Then the window exploded.

Somewhere in the Arklay Forest

(Enter MAT DAWSON)

"Just hold together, man" Mat said urgently, half to Edward, and half to himself. "Just a little farther."

"Jill" Edward moaned painfully. Mat remembered vaguely that Edward was dating on of the other STARS.

"That's right, you'll see Jill again. Just hang on." But Mat knew it was hopeless. Edward was loosing a lot of blood. If Mat didn't find him medical attention ASAP, he would bleed out. And if no help was found soon, then he would slow Mat down enough that they'd both get to be eaten alive instead. Part of Mat wanted to just leave his mortally wounded comrade behind, then run for it-

"_No!_" Mat said violently aloud. He'd save Edward, or die trying. Then he looked up.

"As I live and breathe" he muttered. "Looks like God cares after all."

Sitting up ahead, visible through a break in the trees, was a train. Mat didn't know why it was there. He also didn't care.

"Just a little farther" he said, as he and Edward made there slow, painful three-legged march to the door in the side of the front car. Mat reached out and grabbed the handle, then gave it a jerk.

"Outstanding!" he screamed at the world, his words lost to the storm. "Out-fucking-standing!"

A dog leapt out of the trees. It turned to face them, its ears perked up. Mat shot it in the head with the Browning. But more and more dogs were coming. There was no way Mat could take them all down, not with Edward too.

"Mat…" said Edward, his voice coherent, but full of pain. "Leave me…Get out of here."

"No way" said Mat. "You know the RPD's motto. 'Leave no man behind'."

Edward made a tight mouthed smile. "That's the Army."

But Mat wasn't paying attention. He'd planned his next move. "Edward, do you trust me?"

"Of course I-" Edward began, but Mat cut him off.

"Jump!" he shouted, grabbing hold of Edward and swinging with all his might.

His plan worked effectively; Edward flew straight through the window beside him. He imagined he heard a scream from inside the train. _Probably scared some folks_ he thought to himself. Then the dogs were on him, and he was fighting for his life.

He emptied the Browning magazine into the first five dogs that rushed him, then holstered it and unslung the P90. He opened fire as more and more dogs, of all imaginable breeds, came out of the forest at him. It was like every stray dog in the tri-state area had suddenly gone psychotic and given into the voice in its head that urged it, for no discernable reason, to _Kill Mat Dawson!_

The P90 was much better for taking down the dogs, he learned. With full automatic, he could knock the dogs out of the air, and three round bursts were enough to ensure headshots. The only downside was that he also used ammo faster.

"Damn damn damn damn" he chanted to himself when the P90 finally dry-clicked at him. He pulled out the spent magazine, pocketed it, as was going for a fresh one when another dog leapt at him.

Mat tried to dodge, raising his right arm over his head, eyes shut tight in fear, expecting to feel the dog's teeth as they sank into him.

Instead, all he felt was his back against the train. He heard glass shatter as the dog leapt through the window above him. Mat let out a sigh of relief, then cursed when he realized what that had to mean for Edward. _Sorry man, I tried._

He slammed home a new magazine as two more dogs exited the forest. He aimed at them, but neither was paying him any mind. Both had their backs to him, their haunches up, as they growled at something deeper inside the trees. Mat could hear trees crashing around, and decided now was probably as good a time as any to make good his own escape. He saw something long and shiny lunge out of the forest, impale a dog with a surprised yelp, and drag it back inside. Then he was _sure_ it was time to go.

He heard the other dog jump through another window, then heard something come crashing out of the forest and let out an inhuman screech of delight. He put on his last burst of speed when he heard the sound of many feet striking the muddy ground, the sound of armored carapace moving.

He risked one glance over his shoulder, only to see a huge dark mass coming for him, a mass with two evil red eyes, an enormous stinger that hung curved over its body, and skin that glistened in the moonlight.

Then Mat was at the edge of the train. He hung a left, running around behind the last car, then up the steps to its rear door. He tried the handle and-_yes!_-it was unlocked. He shoved the door open, then hurried inside. He slammed the door behind him, only to see a huge spike drive itself through the metal. Then the door was ripped from its hinges, and the two red eyes were glaring at him, as the monster tried to squeeze into the car after him.

Mat raised the P90, lined up his shot, and fired. Four three-round bursts (12 shots) flew into the thing's head in quick succession. The 5.7's were designed to punch through any armor known to man, but they had little effect on the monster, aside from pissing it off. Two pincers appeared on either side of the monster's head and grabbed the door frame, trying to widen the gap.

Mat took a step back, panicked, and clicked on his flashlight. The monster screamed in surprise, released the doorframe, and used its pincers to cover its eyes as it backed away, but not before Mat got a good look at the thing.

"Rabid dogs, zombies, and now giant bugs" he muttered. "What else can go wrong?"

Then the train lurched under his feet, and Mat fell, backwards. He hit his head on a cargo crate, and was out cold before he hit the ground.

Delirium

(Enter EDWARD DEWEY)

Edward's sight was a fleeting thing. Sometimes it was there, sometimes not. All he really knew was a sweeping numbness in his lower body, pain everywhere else, and the strong, irrational desire to tear something apart and eat it.

He felt himself hit the something hard, and realized he had been airborne. Now, where was he?

"Edward!" someone screamed. A familiar voice. A woman's voice.

"Jill?" But that wasn't right. Jill was back in Raccoon City, with the rest of Alpha team. In other words, safe. _Don't come looking for me_ one salient part of his mind pleaded. _Stay away._

"What happened?" the voice asked.

Edward's sight returned He turned his head in the direction of the voice, and saw a face with wide eyes starring at him with concern. The rookie.

"Rebecca…" he said slowly.

"That's right" she coaxed him. "Edward stay with me."

But Edward Dewey knew his time was up. His days in this world were numbered. Time to move on to the next. But there was something he needed to tell the others about. Something so…_Hungry? _That wasn't right. It was something about…

"Mat!" Edward exclaimed, sitting up. Rebecca jumped back a little, startled.

"What's gone wrong?" she asked, suddenly fearful. "Edward? Where's Mat?"

Edward turned back to face her. "We can't…Too many…" He couldn't articulate, not with his body in so much agony, not when Rebecca looked good enough to-_No!_ he screamed at himself. _Stay focused. While you still can!_

"You must…be…_careful_, Rebecca" he managed finally. "The forest…It's full of…zombies and…monsters. Not safe…We need to-"

"Edward, Edward!" he dimly heard her calling. But that sound, that _world_ seemed so far away now. At last, Edward could rest. He hadn't realized how tired he'd been. Maybe when he woke up, he could get something to eat…

The _Ecliptic Express_

(Enter REBECCA CHAMBERS)

"Edward, hold on!" Rebecca shouted at him, opening her med pack. "Hang in there. Let me get this blood stopped." It seemed odd to her that his shoulder was bleeding so much. There weren't any major arteries torn, no reason for so much blood. And yet, there it was. And that _wound_. It looked like a bite. But a bite from something with the jaws of a big predator, like a dog or something…

She'd just finished applying the bandage, when she noticed that Edward's head had slumped over. She dutifully sat it back up, then looked over at the bandage. "See?" she said, not willing to accept what was obvious. "The bleeding's already stopped. Now, let's get you somewhere where you can-"

The window behind her exploded. Standing amongst the broken glass stood a huge, angry dog. It growled and rushed at her.

Rebecca tried to back up, tripped on Edward's leg, and went sprawling. That was fortunate, because the dog sailed over her head. It landed and looked around, as if unsure as to why it wasn't on its prey. Rebecca drew the Samurai Edge and emptied the rest of her magazine into it. She was in the process of reloading when a second dog leapt into the car.

Rebecca scrambled back, eyes wide, as the dog ran. She slid home a new magazine, aimed, and fired three shots.

One missed completely.

The second struck the dog's shoulder, a wound it ignored.

The third struck it right between the eyes. It fell and slid across the hardwood floor, coming to a stop against Rebecca's shoe.

She let out a sigh of relief. "That was close, wasn't it?" she said, looking over at Edward. Edward stared back at her with sightless eyes, and Rebecca could deny it no longer. Edward was dead.

Rebecca sank back to the floor and softly began to cry tears of anger, frustration, fear…and loneliness.

**ALRIGHT, YOU KNOW THE DRILL. EVEN IF YA HATE IT, I WANNA KNOW. REVIEW, SUBSCRIBE, ALL THAT GOOD STUFF! THANKS!**


	5. The Ecliptic Express

Chapter 1-4

The Ecliptic Express

Arklay Forest

Bravo Team's Crash Site

(Enter KEVIN DOOLEY)

Kevin had been an aviation mechanic for most of his adult life. There were very few flying machines that he _wasn't_ in some way qualified to work on. He knew, he'd _experienced_ every mechanical failure in the book. So when he couldn't see any reason for the helicopter to have crashed like it had, he knew what he was talking about.

He and the rest of the RPD's motor pool had serviced the chopper two days before. No major mechanical problems had stood out. No components were nearing the end of their lives and needed to be replaced. If anything, the helicopter was in near perfect shape. True, there were a few things Kevin would have liked to fix anyway, but only minor things, nothing that _had_ to be replaced to make the chopper safe to fly. There was no mechanical reason it should have crashed.

And now the radio was on the fritz. Kevin _knew_ it shouldn't be. He'd installed the new device during an overhaul the week before. Oh sure, it was cunning, supposed to look like it had been damaged in the crash. But Kevin had already found several wires cut _too_ perfectly, components broken _just_ right to ensure that the STARS could talk to each other, but not Raccoon City.

Someone had sabotaged his chopper, and nearly killed them all. Of that, Kevin had no doubt. Unfortunately, he also had no proof, which meant he wasn't willing to tell Enrico just yet. The Captain would believe him, sure, but even so, Kevin wasn't going to make baseless accusations, especially since there were only a handful of people who had access to the two STARS choppers: the RPD's mechanics…and Alpha team.

If it were the later, then Kevin would need to be careful. Alpha team was, after all, there only way out of this mess. How ungrateful would he, would Bravo team, look if he accused them of causing the accident in the first place? If it _was_ them, or one of them, anyway, they could just say that he was a bad pilot trying to cover his own ass, which he had no evidence to contradict. And if it wasn't Alpha team, they'd be right to be annoyed.

"Kevin." He jumped at his own name, then looked over his shoulder. "Oh, hello Captain."

Enrico was holding a sheaf of papers, a grim look on his face. "What's the matter?" Enrico told him.

"Get the radio up" he said. "We have to warn the others what they're up against."

"Right away, boss" said Kevin. He'd figure out how to prove his theory later. Right now, he needed to contact the rest of his team.

The _Ecliptic Express_

Front Car

(Enter REBECCA CHAMBERS)

The key didn't work. Instead of opening the Engine compartment, its tag informed her that it was for the DINING ROOM. Rebecca tried the key in the lock anyway, but it didn't work. With a sigh of disappointment, she went to the exit door. Maybe she could climb onto the engine from outside…

_That_ door was also locked. "C'mon!" shouted Rebecca in exasperation. She pounded the door with her fist, then yelped in pain and shook her shocked hand. The door was solid metal, and didn't care how much she hit it.

Rebecca felt an odd moving sensation under her feet. "What?" she asked aloud, unsure of what was going on. Was the train swaying in the wind? Then she stepped over to the window. At first, she couldn't see much through the rain, which had increased intensity since she'd boarded the train.

Then she realized that the rain also seemed to be falling sideways. It took her a moment to realize that the rain wasn't sideways. She was.

Somehow, the train had started.

"Great" she muttered. Now she _really_ needed to get to the engine room. If she couldn't stop the train, who knew where she might end up?

"And with Coen aboard" she muttered to herself. Then she walked back to the other compartment. _Might as well search the entire train. That key has to be here somewhere…_

The _Ecliptic Express_

Brake Van

(Enter MAT DAWSON)

"Hey, you okay? _You there_, are you okay? Hello?"

Mat groaned and opened his eyes.

"Welcome to Hell, buddy."

The first thing Mat saw when he opened his eyes was a face starring at him. "Oh shit!" he exclaimed, scrambling backwards.

"Nice to see you too" said the woman irritably. She was Hispanic, with dark hair in a ponytail behind her head. She wore black colored combat fatigues, with a pair of grenades and a nasty looking combat knife attached to her belt, a handgun holstered at her side, an MP5 submachine gun in her right hand, not aimed at him but closer to being so than he would have liked.

"Sorry about that" he said, standing to his feet. "You would not believe the kind of night I'm having."

The woman rolled her eyes. "_You're_ having a bad day? I'm stuck out here, cut off from my team, on a train overrun by cannibals, and you tell me _you're _having a bad day!"

"Yeah" said Mat. "I have all those problems, plus a trashed helicopter and random crazies in the-Wait, they're on the train, too?"

The woman nodded. "The infected have apparently escaped containment somewhere." She looked down at her watch. "Shit! I'm behind schedule. I've wasted enough time here."

She stepped toward the door at the end of the car, the door that led outside. It took Mat a minute to realize it, but then he noticed that the train was moving. "What are you doing?" he shouted after her. "You can't be planning to jump off of a moving train?"

The woman shrugged. "Not the craziest thing I ever did, but-" She turned back to the opening.

"Wait!" shouted Mat. She turned to face him again, annoyed.

"What is it?" she demanded.

"You seem to know what's going on. Why don't you-Hang on a minute" he said, raising one finger. His radio was buzzing at him, the channel full of static. He unclipped it from his belt and hit TRANSMIT. "Hello? Dawson here. Hello? Captain?"

The voice on the other end of the line was interrupted irregularly by static. Nonetheless, Mat recognized Enrico's voice.

"Atten…STARS Bravo….Urgent message concer…fugitive Billy Co…wanted for murder…twenty-three… duty…Africa…Extremely dangerous…Caution…Return to crash site…Regroup there."

"Captain? Captain!" But the line was dead.

"Sounds like you'd better go too" said the woman. She turned to leave again, then stopped and turned around. "You're with the police, aren't you?"

Mat nodded. "Yeah, we're investigating the forest murders. Why?"

The woman gestured behind Mat, at the rest of the train. "Because there's another cop onboard, a girl. Considering all the other things on the train, I think it might be a good idea if you tracked her down and got off while you still can."

Mat's eyes widened. "Was she kinda short, with red hair?" The woman nodded. "_Shit!_ What's Rebecca doing here?"

"Hell if I know" said the woman. "But now that I've helped you, you're gonna help me." She unzipped a pocket on the front of her vest, pulled out a piece of paper, unfolded it, and handed it to Mat. "Seen any of them?"

Mat scanned the faces. "Sorry, I don't…Wait, I've seen that guy before. Vance Drew."

The woman's eyes widened. "You've seen Vance? Are you sure? Where?" she asked excitedly.

Mat nodded. He remembered the frantic look in the man's eyes as he'd tried to beat him to death. He remembered shooting the man, right in the head, and the crazy light in the other man's eyes as he'd gotten right back up and come for him again. "Yeah, I'm sure." He paused. "I'm afraid he's dead."

The woman cast down her eyes. "How?"

"I killed him" Mat said. The woman looked up at him, angry, but he kept talking. "I had to. He was…He was crazy. Attacked me. It was self defense."

"A zombie?"

Mat remembered Allen from the forest, how slow he'd moved, how uncoordinated, and shook his head. "No. I think he was something…else." He paused. "How do you know about the zombies?"

The woman shook her head. "Sorry, need to know. Let's just say that you and I are here for some of the same reasons. So you stay out of my way and I'll stay out of yours. Deal?"

"Sure" said Mat. "But who are you?"

The woman stepped over to the edge of the car. "Rain Ocampo" she said. "You?"

"Mat Dawson, Raccoon City SWAT."

"Well, Mat Dawson, have you ever seen a zombie movie?" Rain asked. Mat nodded. "It's just like that. Shoot them in the head. Don't get bitten. Catch you later." And with that, she leapt off of the train, and into the night.

The _Ecliptic Express_

First Car, Passenger Compartment

The door at the end had a mechanical key card reader, but the light next to it was green. Did that mean it was unlocked? _Only one way to find out._

She stepped toward the door, close enough to activate its proximity sensor. Then some sixth sense made her duck out of the way.

It was a wise move. No sooner had she stepped aside, than three bullets flew out of the open doorway and struck the opposite wall. She ducked behind a bench, drew the Samurai Edge, and slammed a new magazine in, pocketing the old one in case she had the opportunity to recharge it.

"RPD!" she shouted. "Step out with your hands up!"

"Ah, shit" muttered a voice from the next room over. "Sorry about that, girly. Won't happen again."

"You're certainly right, it won't happen again!" snapped Rebecca. "Now step out with your hands up!"

There was a sigh from the other room. "You're not gonna let this go, are you?"

"No. Now get out here with your hands up."

Grumbling, a man stepped into sight of the doorway. Rebecca gasped. "Coen?"

"Yeah, you got me." He had his hands up in the air, one hand holding a gun with an extended magazine.

Rebecca stepped out from her cover and into the next compartment. This one was just as fancy as the last, with expensive carpet (which her muddy shoes were no doubt ruining) and a large staircase, which lead to what she assumed was a lounge upstairs. "William Coen, you're-"

"Billy."

"What?"

"My _name_ is Billy. Not _Will_. Not _Willy_. Certainly not _William_. _Billy._"

"Alright, _Billy_ Coen, you are under arrest for fleeing the scene of an accident an-"

"I didn't have a choice!" he shouted adamantly. "I did what I had to. There was nothing more I _could_ do. Do you think I _wanted_ to leave those two men to their deaths? It was run, or die with them." He shook his head. "God, I can still hear their screams."

"Touching." Rebecca wasn't impressed. "Anyway, you're already wearing handcuffs. Now, if you'll just turn around-"

"You're not going to cuff me."

"I don't think you understand how this works. I'm the cop. _You're_ the criminal, and you are under arrest."

"I'm not going to have my hands cuffed. I won't be able to defend myself."

Rebecca sighed. "I'll protect you, you big baby. Now, drop the gun and put your hands-"

"I'm not going to drop this gun. You want to take it from me; you might as well shoot me now because I will _not_ be one of those things!"

"You mean the crazies back there?" Rebecca cocked her head behind her. "Don't worry. Like I said, I'll protect you until we can get you back to the Marines. Now: gun, ground, _now_."

Coen's jaw was set. "I'm not parting with this gun. You can go to Hell."

Rebecca shook her head. "I'm not worried about that. I'm covered. But _you_? I'd be more worried about your own fortunes. You're on your way to execution. Now might be a good time to think about repenting."

"But I didn't do anything wrong-"

"Never, in your whole life? I doubt that very highly. And it only takes one misstep to-"

"No, you idiot" Coen snapped. "I was set up. _Framed_. They're charging me for a crime I didn't commit. I'm innocent."

"That's what they always say. I don't know one way or the other. That's what a trial is for. And you've had yours. So let's man up and face the music."

Coen shook his head in disgust. "You don't get it, do you? You have _no_ idea what it's like to be in my shoes. You'll just drop me off and go on your merry way. Go home. Have a life. But me? What do I get? I get to know the exact day, the exact hour, Hell, the exact _minute_ I'll die. Do you know what that's like? Knowing your days are numbered? Then don't lecture me and tell me I had my chance."

Rebecca stared at him, dumbfounded. She'd not ever thought of it that way. But- "What about those two Marines? What did they do to deserve to die? They were just doing their jobs, and you killed them. _You._ So don't expect any sympathy from me."

"I already told you, I-"

He was interrupted by a crash from somewhere overhead. Rebecca jerked around, instinctively trying to find the source of the noise. Too late did she realize her error and look back at Coen.

He had his gun on her. Again. _Smooth. Antagonize a hardened killer, then turn your back on him._

But he didn't shoot. "Isn't this interesting?" he said. "Radio. Give it to me."

"What, my radio? Why?"

"So you can't call your little STARS friends, that's why."

"Why not my-"

"Gun?" He chuckled. "What kind of hypocrite do you think I am? Besides, without a gun, you'll just slow me down. And you're no good to me dead."

Rebecca handed over her radio, trying to think of something. "Now what?"

"Now we talk strategy" he said. "This train is moving. Considering all the other horrific shit onboard, it might be a good idea to stop it before it gets wherever it's going. We split up, and search for the key to the engine compartment. I'll go one way, you go the other."

"But those doors have an electronic lock. How do I-"

"Lucky for you, I have _this_" said Coen, holding up a small piece of plastic the size and shape of a credit card. "This is the Master Key. I got it off the conductor you killed earlier. So now I can open the doors, which means you need me to go anywhere but this car."

"I don't need you" said Rebecca, holding up her own key. "I have a key to the-"

"Dining car" Coen shook his head. "It's already open. Sorry, thank you for playing."

"How 'bout no." Rebecca said firmly. "Why should I help you escape?"

"Don't you get it? We're in this together! If we don't cooperate, we're both gonna die!"

"The answer is no."

Coen sighed. "Okay, if you're going to be difficult, girly, then so be it. You're just gonna make this harder than it needs to be."

"Stop calling me that!"

"What, girly? Fine, what _do_ I call you?" He seemed somewhat amused, which only served to infuriate her more.

"My name is Rebecca Chambers, but that's _Officer_ Chambers to you."

"_Rebecca_" he said, saying it as if he were trying out a new car. "Alright, _Rebecca_, why don't you check what's upstairs?"

"Why me? Why don't we both go?"

Coen shook his head. "I have the key card. So I get to say who does what." He shrugged. "Besides, you said you'd protect me, didn't you? How can I give myself up to you unless I know you can take care of yourself?"

"So you'll come quietly?" asked Rebecca, sounding more hopeful than she would have liked.

Billy waved his index finger at her. "I didn't say I _would_, I said I _might_." He made a shooing gesture with his hand. "Now, run along. The sooner you clear the dinning car, the sooner we can leave."

With an exasperated sigh, Rebecca began to climb the stairs. She couldn't be sure, but she would have _sworn_ she heard Coen say something as she climbed past him.

"Be careful" it sounded like he whispered. He sounded serious.

The _Ecliptic Express_

Brake Van

(Enter MAT DAWSON)

"Come _on!_" Mat shouted. The heavy metal door ignored him completely. It sat unmoving, as it had the entire time he'd been in the car. "I don't believe this" Mat muttered irritably. But, whether he believed it or not, the door was not going to open.

He searched the entire car for some sort of key. The door had an electronic lock, so he needed a key card, like for a hotel room. But no such card materialized. He _did_ manage to find a regular key, one marked ENGINE. Since he decided he might need that if he ever managed to leave this car, Mat took it with him.

At last he gave up the search as being hopeless. Wherever the key for the door was, it _wasn't_ in the car with him.

He stepped out onto the back ledge of the car. Unlike Rain Ocampo, he didn't have the option to simply jump off the train, not while Rebecca was still onboard. He'd failed Edward. _I _won't _fail her_ he swore to himself.

The ledge on the back of the car had an awning, which kept the rain off Mat as he stood there, weighing his options. It did _not_, however, make it any warmer inside. Despite it being the middle of July, Mat shivered in the cold weather.

On his left was a control panel, which read BRAKE ACTIVATION TERMINAL. Mat stepped forward and hit the ACTIVATE key. A message appeared on the screen.

ERROR

INPUT CORRECT CODE

Since he had no idea what the correct code was, he decided not to mess with the panel any more.

Next to the panel was a service ladder, which lead to the top of the car. Mat stepped over to it, out from under the awning, and got the cold spray from the train's wake in the face when he did so. Nonetheless, he had no choice.

"Here goes" he muttered, and began to climb.

The _Ecliptic Express_

First Car, Dining Room

(Enter REBECCA CHAMBERS)

Rebecca's first thought, upon entering the dining car, was simply _Wow_. The place was impressive. It had hardwood paneling on the walls, huge, golden chandeliers on the ceiling, and fine silver on all the tables. _Whoever runs this train_ thought Rebecca _they must be really rolling in it._

Then she saw the man sitting at the table at the far end of the room, and all other thoughts left her head.

"Sir, are you okay?" she called out, stepping cautiously forward, remembering all too well the last time she'd run into a passenger from the _Ecliptic Express_. Still, this guy didn't look to harmless. He was a well dressed older man (a gentlemen, her neighbor, Mr. Dawson, would have said), and he looked like he was unconscious. Or worse.

"Sir? Sir, can you hear me?" she asked, stepping closer. He really didn't look well…She reached out her hand, feeling for his pulse. His skin was cold, just as cold as the man in the compartment below him. And it was slimy, too. Rebecca wiped her hand off on her pants as she stepped away. This man was dead, and if he was anything like the men below him…Best to be a safe distance away.

The man's body began to slide forward, onto the table he was sitting at. His head, though, decided to keep moving after that, and fell into the floor. Rebecca gasped. It was like it wasn't even attached!

She took another step back and turned away, trying to gather herself. She couldn't see whatever had fallen over to cause the noise she and Coen had heard, and aside from the old man, there was no one else-

_Thump._

Rebecca turned around, slowly, dreading what she was going to see. Sure enough, there stood the man, in all his headless glory. His missing skull slowly slid back up his body, attaching itself where it belonged. The man fixed her with intelligent, almost beady eyes and took a step forward, not even jarring the spectacles that sat on his hooked nose with his odd stride.

_Great, another one._ Rebecca aimed the Samurai Edge at the man's chest. Then, after a few seconds thought, she raised the gun and aimed at the man's head. She pulled the trigger twice, two 9mm bullets flying straight at the man's face, just above his head. They both impacted, making huge holes in the man's face, then kept right on going, exiting out of the back of his head to strike the far wall.

The man stood wobbling for a moment, as if unsure what he was supposed to do. Then the two wounds in his head slowly oozed together, like some sort of liquid being poured into a gap. The man resumed his march as if nothing had happened.

Rebecca took another step back, terror slowly gripping her. If headshots didn't work, how did she-She fired again, at the man's chest. The same thing happened; the man's body slowly oozing back together.

Then the man reached out his arm. At first Rebecca thought he was beckoning her forward, but then the arm was growing impossibly long, and suddenly the man swatted her with his hand, a powerful backhanded slap that knocked her off her feet and across the room, the gun flying in another direction.

Rebecca lay on the floor in a daze for a moment, watching idly as the man stumbled closer and closer. But he seemed to be having trouble standing up at all, let alone walking toward her. His body wobbled with every step, and finally, it stopped moving forward at all and began to shudder uncontrollably. Then it exploded, into a thousand small shapes of flesh and teeth and slime, which rushed over each other in their race to get to her.

That was when Rebecca screamed, stood, and tried to run. They were on her before she could, and she continued to scream as their slick bodies covered hers. They held her on her feet, sliding all over her; as if unsure what part would taste the best. Rebecca gritted her teeth, trying to stifle a horrified scream form causing her to open her mouth. Two of the things were right next to it, and would no doubt use the opportunity to enter her mouth if she opened it.

Then something whizzed past her chest, taking a hand full of the things with it. Another bullet flew past her legs, taking still more creatures along for the ride. Suddenly, Rebecca didn't look like such a good meal after all. They began to slide off of her as fast as possible. Even so, some were not fast enough, and died when she collapsed on top of them.

"You okay?" Coen asked, looking down at her, offering her his hand, concern on his face.

Rebecca gave him a weak thumbs-up, but ignored the hand, scrambling back up on her own. "Thank you" she said finally.

"Don't mention it" said Coen. "Like I said, you're no good to me dead. _Now_ do you believe me?"

Rebecca was looking for her gun. With all the strange creatures (_Leeches?_ she wondered to herself) everywhere, she was having a hard time finding it.

"_Well_?" Coen demanded. Rebecca continued to ignore him, searching for her weapon. "Is this it?" he asked, offering her the Samurai Edge.

Rebecca nodded. "Thank you" she said. "Why are you giving it back?"

"Look, I keep telling you, I'm not interested in killing you" he said, irritably. "I want to get through this just as badly as you do. Now, if it weren't for me, you'd be bug food. So, this is the last time I'm gonna ask."

Rebecca thought it over for a minute. In the end, she saw that she didn't really have any choice. "Okay" she said finally. "Let's do this." When Coen grinned widely and started to same something, though, she added: "But I'll be watching you. If I so much as _think_ you're thinking about running, you'll regret it." As if to punctuate her sentence, she slid home the last full handgun magazine she had and chambered a round.

Coen sighed in mock frustration. "I just can't win, can I?"

Atop the _Ecliptic Express_

(Enter MAT DAWSON)

If anything, the spray from the train going through the storm made it all but impossible to see. On top of that, the train kept moving, rocking slightly from side to side. Mat was glad he'd never easily gotten vertigo. If he had, this would have been unbearable.

As it was, things weren't terribly pleasant. The only nice thing was that each car had a small coupling connecting it to the next, which meant that Mat didn't have to try to jump every gap in the train to get between cars.

On his left, he could make out the moon. And sillouetted against it…

"Son of a bitch" he muttered. There, still standing on top of the same rock outcropping, was the strange man from the forest, the man who had tried to kill he and Edward. Mat leveled the Browning, lining up his shot with the iron sights. He knew the range was extreme, but all the same…

The man looked like he was doing something. He had his arms outstretched, his head thrown back. _Maybe he really does think he's Jesus_ Mat though idly. Then he realized that that wasn't right. The man wasn't imitating being crucified. He was doing something else, something it took Mat another thirty seconds to figure out.

The man was singing.

"What on Earth?" Mat breathed as the train rolled past him. It looked like the stranger was standing in the middle of a wreathing sea. Except, Mat knew exactly where the man was, and therefore had a pretty good idea what he was seeing.

Leeches, a whole sea of them. Mat shivered, remembering the feeling of the one that had attacked him, the ones that had torn Edward apart…

Suddenly, the train lurched, as if something huge and heavy had shifted on it. Mat lost his footing and almost fell, barely managing to catch the side of the car with his left hand. He holstered the Browning and pulled himself up. _Okay, enough sight-seeing._

Up ahead, he could see a tall, dark shape. Mat crept closer, unclipping his flashlight and shinning it on the object. It was a huge, metallic box, that looked like it had been bolted to the roof of the train. There was a control panel in front of him, above which was painted a strange symbol, a pair of crossed swords over a red and white polygon.

Mat hit a button on the panel. A screen lit up. JAMMING SEQUENCE INITIATED AT 1930 HOURS (about two hours ago, Mat realized) it read. INPUT CODE TO DEACTIVATE JAMMING.

Mat was at a loss. Code, what code? And why would someone attach a jamming device to a train? These things made no sense, but Mat was willing to bet that this machine was why he'd been unable to contact Enrico. That meant that it was probably a good idea to turn it off…

It suddenly occurred to Mat that it had stopped raining. "Luck has returned" he muttered, pulling out his knife and working it under a metal sheet on the jamming device. There were, after all, many ways to turn something off, some of which involved crossing wires.

Something wet and warm hit Mat's hand. He glanced down, dumbstruck, as the substance began to sizzle. Then, the pain receptors in his hand kicked in, and he swore and shook the acid off his hand. "Son of a-" he began, then looked up. Just in time to see the stinger descending on him.

Only quick thinking saved his life. Mat rolled forward, out of the path of the stinger, causing it to miss, if it had ever been aimed at him to begin with. It embedded itself in the jamming to device and was stuck fast.

The scorpion scuttled around to the top of the car, pincers raised to fight. With a screech of metal, it ripped the jamming device (and a huge portion of the car's roof) off and flung it into the forest.

"Hello, ugly" said Mat, pulling the shotgun off his back. "Have you met my _boom stick_?"

He fired the shotgun right at the thing's head. He expected the twelve gauge buckshot to tear through the scorpion's carapace. At the very least, he'd hoped it would at least make the thing back off.

Neither happened. Instead, the shoot pinged off the scorpion's armored hide like a pinball. One shot even grazed past Mat's face, leaving a thin scratch. "Son of a bitch!' shouted Mat in irritation, wiping the thin trickle of blood off his face. Then he realized his error.

He'd loaded the shotgun with three shells of riot shot instead of the actually lethal buckshot. No wonder it hadn't worked.

He jerked the charging handle on the side of the shotgun, ejecting the two remaining shells, which he pocketed without a though. Then he reached into his other pocket for more shells. The scorpion struck at him again, but Mat merely stepped out of the way, the stinger again stuck in the roof.

"Today is not your day" he taunted the monster as he reloaded. "Maybe you should try some glasses?"

He loaded in the third shell, then reached up to pull the charging handle and chamber the first one. "Try this on, mother-" he began, only to have the scorpion side swipe him.

Again, the monster missed, striking him with the flat of one pincer instead of the sharp point. That was fortunate for Mat, since otherwise he would have been gutted. Nonetheless, the blow did cause him to stagger back. His foot hit the rim of the train car's new sunroof, and Mat Dawson fell into darkness. He struck his head on the way down, and was once again out cold.

The scorpion peered over the edge of the hole for a moment, trying to find its prey. When its weak eyes were unable to penetrate the darkness, it scuttled away, ready to do its master's bidding somewhere else.

**ALRIGHT, THAT'S CHAPTER 1-4. CHAPTER 1-5 OUGHT TO BE UP TOMORROW! THANKS FOR READING. LET ME KNOW WHO'S READ THIS BY SUBSCRIBING TO THE STORY. BY SUBSCRIBING, YOU'LL GET AN UPDATE EVERY TIME I POST A NEW CHAPTER.**

** ALSO, REVIEW. LOVED IT, HATED IT, I WANNA KNOW! TELL ME WHAT YOU LIKED OR WHAT I NEED TO WORK ON. A GOOD AUTHOR ALWAYS WANTS CRITICISM, REGARDLESS OF WHETHER IT'S POSITIVE OR NEGATIVE. IF YOU HAVE AN OPINION, I WANT TO HEAR IT!**

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	6. Midnight

Chapter 1-5

Midnight

Arklay Forest

Covert Listening Post/Control Room

(Enter MIDNIGHT)

The room was dark, illuminated only by a large bank of midsized video monitors, which cycled through the various security cameras inside the three compromised facilities. None of the images were good.

On the monitor for the old Arklay Terminal, he could see the remains of Cleanup Team Alpha, the first Biohazard Countermeasures Force, as they stumbled blindly about the building's loading dock and carriage house. They were joined, now and again, by men and women in white lab coats; scientists, presumably from the even earlier team sent to reclaim the facility from the forest.

On the monitor showing the inside of the Trevor Mansion, so named because it was built by the famous architect, there wasn't a whole lot to see. _Whatever fool set up these camera angles should be taken out and shot_ he decided, grimacing for the hundredth time as an infected he was trailing disappeared around a blind corner.

The cameras inside the Hive, the most advanced of the three facilities, were further supplemented by motion trackers placed throughout the labs and the estate house directly above it. They showed movement on every level of that facility, some of which were either large groups of infected moving together, or else some of the larger BOW test subjects had escaped. The MIDNIGHT man was a man of action, but even so he was glad that that idiot Cain had been tapped to lead Cleanup Team Beta; the job would doubtless have been his own, otherwise.

The MIDNIGHT man was a tall, imposing man, with hard features and dark blonde hair. He wore all black, which meant that he all but blended into the darkness. He wore a pair of dark tinted aviator's sunglasses, which only heightened his Terminator-esque appearance.

"What are we going to do?" asked the man behind him, meaning _What are _you _going to do?_ William Birkin was a lab rat, a desk jockey, an academic. He was here only because of his extensive knowledge of all three facilities in question. He was a guide; MIDNIGHT was the problem solver.

He sighed. He had met Birkin when the two were both still young, at the Management Training Facility, and had been as close to friends as either man would ever have. They got along tolerably, and generally worked well together. But that didn't stop Birkin from getting on his _last_ nerve. The man was an alarmist, not to mention paranoid, convinced that the Company was after his viral research.

_Not_ he mused _that there's _nothing_ to worry about._ He recalled what had happened to Spencer's Africa team, back in the 30's, that had discovered the original Progenitor strain; as well as what had happened to Trevor and dear old Doctor Marcus. Staying with the company for long periods of time was hazardous to one's health, which was why MIDNIGHT had decided to heed the writing on the wall.

The outbreak of the Tyrant strain inside the labs was not his doing. To MIDNIGHT, it was just too mindlessly destructive an action (though, he had to admit it had been brilliantly pulled off) for him. But that _didn't_ mean he wasn't willing to take advantage of the situation. The need for combat data on the BOWs had prompted Corporate to order him to gather said information on the creatures, so that it could be used to market them at a later date. That data would be just as useful to industrial espionage (TriCell and WilPharma had both nibbled at the hooks he had set out), meaning that he could use it to buy into just about any rival company. _Hopefully one that doesn't offer life insurance in place of retirement benefits…_

MIDNIGHT gestured toward another monitor, this one displaying a digital map of the Arklay Forest, as well as the Corporate Rail line, and its various branches. He tapped a glowing dot on the screen, which was moving along the main line. "This is Cleanup Team Gamma. Their job will be to secure the _Ecliptic Express_'s engine, and bring the train to a stop. Then they will systematically clear the train out of all infected."

"And?" Birkin asked, expectantly.

"And, William, they will then sit on the train until Corporate decides what to do with it."

"That's_ it?_" Birkin demanded. "That's all Corporate cares about? Re-securing their precious train? What about all the assets (by which he meant his own experiments) stored inside the Hive? And all the archival data inside the Marcus lab and the Mansion facility? Are they going to just let it all go to waste?"

MINDNIGHT looked at the man over his sunglasses. "When Management deigns to tell me what they plan to do, I assure you I shall let you know immediately. Seeing as how they _don't_, your questions are rather moot."

"So, why'd you call me out here in the first place?" Birkin demanded. "I have a _family_, Albert! I can't go haring off for no good reason in the middle of the night. What will Annette think?" Birkin _would_ play the family-man card. It disgusted MIDNIGHT, all the more so since Birkin was just as devoted to his research now that he was a husband and father as he had been as a newly hired graduate.

"She'll probably be jealous" said the MIDNIGHT man, a nasty smile on his face. "Jealous that you're off to work on your virus without her." Annette Birkin was a more than attractive woman. But she had a single minded drive to work that matched her husband's. _Probably how they ended up together. Though when they found time to even conceive Sherry, let alone _raise _her._ Some part of him pitied the girl. It wasn't her fault she had such parents. But then again, Sherry Birkin wanted for nothing: good schools, private tutors, the best money could buy. _What more can she want?_

Birkin silently fumed at the insult to his wife. But he said nothing, so MIDNIGHT chose to ignore the outburst. Most men would have taken a swing at him for such a remark. Birkin? _The wealthy desk weenie probably paid off the school bullies._ He lacked the MIDNIGHT man's rougher background. _Probably why he has no spine_.

For the hundredth time, MIDNIGHT thought about suggesting Birkin leave service as well. Thought, and discarded it. He didn't think Birkin would betray him (Birkin was a thoroughly guileless man), at least not intentionally. But he was also incapable of keeping secrets, which was why Corporate knew so much about his new Progenitor variant. He simply could _not_ stop talking. Best to not let anyone know about his plans.

MIDNIGHT sat back in his chair, listening to Birkin talk with only half an ear. He was talking non-stop now, going on about his latest BOW, codenamed SWEEPER. It was a prototype "smart" zombie, capable of following orders and even using basic firearms. MIDNIGHT had heard the stories about them, and was unimpressed. The Sweepers were physically weak, and thoroughly uncreative in combat. His own USS forces had run circles around them in training. Now, this Doctor Isaacs he was hearing about in China, _he_ seemed to be onto something. If MIDNIGHT had to bet on which program the Company would invest money in, Birkin's SWEEPER or Isaacs' HYPER, he knew which way _his_ money would go.

He checked his watch. The chopper with Gamma team would arrive at the train in about twenty minutes. He had time to kill. He spent it deciding how much he'd sell the pirated combat data for, and what he'd do with the money once he had it.

The _Ecliptic Express_

Conductor's Office

(Enter REBECCA CHAMBERS)

They had found the key inside the lounge, behind the bar. It had a tag marked CONDUCTOR, and for a moment they had dared to hope it was some sort of master key that could open the engine door. But alas, it seemed even the conductor wasn't worthy of having access to the engine.

Instead, the key had opened the conductor's office, a neat, tidy room that had apparently been closed when everything went south on the train. Stepping into made Rebecca see for the first time what the _Ecliptic Express_ had looked like when it wasn't overrun with zombies.

The room was small and functional, with a small coat closet in one corner and a desk with three chairs near the opposite wall. On the desk were two photographs, which to Rebecca's horror showed the face of the man she'd killed earlier, smiling, with the faces of an equally happy woman and a teenage boy.

_Never forget that people have lives_ she told herself. _Every time you pull that trigger, every time you kill someone, you rob someone else of a husband, of a father, of a loved one. Always remember this._

Coen stepped over to the coat closet and began to rummage through it.

"I don't think we should be going through this guy's stuff."

Coen gave her a look. "I don't think he's in a position to worry too much about it right now, is he?" When he saw the sick look on Rebecca's face, he made one of his own. "Sorry," he said, "that was callous. You've never shot anyone before, have you?" Rebecca shook her head. "Well, I'd tell you you'll get used to it, but that's something you don't want to do. Look at it this way: that guy was sick, and in immense pain. You put him out of his misery. I'll bet if he could, he'd thank you."

Rebecca sighed. Under different circumstances, it might have been amusing to have a hardened killer trying to comfort her. Now, it was just sort of…touching. "Thanks" she said softly. If Coen heard her, he didn't respond.

Rebecca stepped over to the conductor's desk. She looked through the papers on the man's desk, but found nothing of interest; just arrival and departure times. Her eyes kept drifting to the family photo on the left. Finally, with a sigh, she picked it up, opened the frame, and took the picture out. She then folded it and placed it in her pocket. Once she got out of this, she'd go find the man's family and turn it over to them. Until then, it would be a reminder of what she'd done, what she'd _had_ to do, to survive. _I had no choice._ Suddenly, Coen's words earlier didn't seem so self-serving. They were the truth, just as what she had done was. She wondered how much guilt he was carrying around, but decided she probably didn't want to know. In any case, she couldn't exactly ask.

"Find anything yet?" Coen asked, crouched down beside the closet.

"Not yet" replied Rebecca, returning to her search.

Hanging in an open frame above the desk was a large diagram of the train, which had marked very compartment. Rebecca stood studying it for a moment, then reached out and took it from the frame. She spread it out on the desk, studying it with all her concentration. "Take a look at this" she said to Coen.

He came over and looked at it from the other side of the desk. "This might prove useful" he acknowledged after a moment.

Rebecca nodded. "It says here that there's an emergency ladder to the top of the train in every car. The one for this car is located inside the conductor's office. If we can find _that-_"

"Then we can get to the engine!" exclaimed Coen. "Great work! Now, let's just find that ladder."

They both went back to searching. They soon found the panel from which the ladder would descend, but had no luck finding the button to deploy it.

Rebecca went back over to the map. Maybe the location was labeled somewhere on it…

Sure enough, there was the panel marked. The only trouble was, it seemed to be where the desk was sitting now. Rebecca tried to shift the piece of furniture, only to find that it was nailed to the floor. _Great_ she thought to herself. Then she turned around and realized what an idiot she was.

Sitting in the frame directly behind her, the one from which she'd taken the diagram from, was a button. She looked the diagram over again, and sure enough, this was the button she needed.

"Found it" she said, pushing the button. With a whirring click, the panel in the ceiling opened up, and the ladder slid down.

Coen stepped toward it and gave it a shake. It looked flimsy. "No way that thing can take my weight" he said, turning to her. "Looks like this one's gonna be your show."

Rebecca nodded. "Alright. I'll go up and see if I can get that door open from the other side."

"I'll be waiting right here for when you get back."

The _Ecliptic Express_

Kitchen

(Enter MAT DAWSON)

It was the water hitting his face that brought him back to consciousness. He opened his eyes, noting that it was still raining outside, and that it was now coming in through the hole in the roof. He'd already been soaked, now he'd reached the saturation point.

"You're a genius" he told himself. "A real fucking genius."

Forgetting about the riot shells, falling down into the train car, Mat was lucky to still be among the living. _Let's not have any more screwups._

He sat up with a groan and looked around. He was in a dark room, no sign of illumination in sight. He pulled the flashlight off his belt and clicked it on, using it to look around the room. He was in the train's kitchen, he realized. That meant that he was either in or somewhere near the dining car. Other than that, though, he didn't know where he was.

_Third or fourth car from the front_ he guessed. _I'm gonna have to hustle if I want to get to the engine in anything resembling a reasonable amount of time._

He stood up and stepped toward the door. It didn't open. _Of course, stupid, the power's out._ That meant he'd need to find some way to pry the door open.

He checked the counters. The most likely candidate turned out to be a spatula, a thin metal one with a wooden grip. Mat figured he could fit it into the door and use the leverage to wedge it open.

But when he stepped toward the door, he found that it was already sliding clumsily open on its own.

"Alright" he muttered, dropping the spatula, putting away his flashlight, and unslinging the P90. "Let's see who's deciding to be friendly."

The _Ecliptic Express_

First Car

(Enter REBECCA CHAMBERS)

The roof was no good, Rebecca realized. There was some sort of coupling between the engine and the car, in order to make it safer to cross between cars, but which also meant that she couldn't just drop down and unlock the door.

She'd gone back down the ladder to tell Coen, only to find that he was gone.

"Great" she muttered. Then she heard footsteps in the next car. "Coen?" she called out through the door. No answer.

Nervous, Rebecca went to see who was moving around in the next car.

The _Ecliptic Express_

Kitchen, Fourth Car

(Enter MAT DAWSON)

"Who are you?" demanded the voice at the other end of the MP5. There was a flashlight attached, which meant Mat couldn't see the man's face. But, then again, the gun was the most important part of the equation.

"Dawson, I'm with the RPD. Now who the fuck are you?"

The man lowered his sub machinegun. "My apologies, officer. But you know, one can never be too careful." He turned and walked away.

"Now, wait just a minute" shouted Mat, stepping into the corridor after him. "I am sick and tired of people aiming guns at me, and then wondering off. How about some answers?"

The man stopped walking, and half turned. "If you're sick of people aiming guns at you, maybe you're in the wrong line of work."

Mat gasped. He could see the man's face in his flashlight, and recognized him. "You're James Shade!" he exclaimed.

Shade leveled the MP5 at him. "And how the Hell do you know that?" he asked, his voice cold and dangerous.

"I met a woman, one of your teammates, a little while ago. She showed me a sheet of paper with everyone on her team on it. You were one of the faces."

Shade stepped forward. "You saw one of my people? Who? Where?"

"Rain Ocampo." Mat checked his watch. "About, oh, twenty minutes ago now."

"Where did she go?" Shade demanded.

"I don't know; she jumped off the frigging train" Mat answered. "Now, what is going on here? What's with all the guns and commandos?"

Shade walked away without a word. "Hey, man, I'm talking to-" Mat stretched out his hand and tried to force Shade to turn around. _That_ was a mistake.

When Mat finally climbed back to his feet, he found Shade's MP5 waiting for him. "Lid, I'm only gonna say this once, so pay attention. _Stay out of my way._ If I see your face again, I'm not gonna ask questions. I'm just gonna kill you."

With that, he turned and walked away. Mat shook his head in disgust. _Some people..._

Well, he was out of the kitchen now. He decided to explore the rest of the car. All the same, he pulled out the P90. If he ran into Shade again, he intended to get some answers, one way or the other.

The _Ecliptic Express_

First Floor, Second Car

(Enter BILLY COEN)

So far, Billy hadn't found much of anything. A box of fifteen 9mm bullets (enough to recharge one of his handgun magazines, if he needed to) and a diary from somebody named "Timothy." He'd thumbed through as much of it as he could decipher, although this Timothy guy had some pretty fucking awful handwriting. All he'd really learned was that the guy had been some high level egg head with muscles for something called "The Company," which Billy assumed was a local corporation, which in turn explained why he'd never heard of it.

Anyway, according to Timothy's diary, there had been some sort of "containment breach" (Billy took that as a corporate euphemism for "shit storm"), which had led to several facilities in the area being "compromised" (read: "everyone died"). Timothy and a team of mercenaries had been sent in to clean everything up.

According to Timothy's diary, there had been some sort of virus, something called "Tyrant," at the root of all the troubles. Apparently, Tyrant was some sort of cross species disease that induced increased aggression in anything it infected. Even so, Timothy had been pretty sure he and his team could handle the situation quickly and discreetly.

Billy looked around at the ruined car he was in. "Great job" he muttered to himself.

A zombie staggered toward him. Billy leveled the Colt and fired once, a clean headshot. In the Marines, he'd always been trained to aim for center mass, a habit he had to unlearn along with much of his other combat training.

His handgun was a standard M1911 Colt .45, except some bright light had decided to modify it to fire 9mm instead of the more powerful magnum rounds. The weapon _did_ have twice the magazine size (15 rounds to 7), but Billy would have preferred the extra firepower to more bullets. He didn't need it to kill the zombies (he would've bet that a .22 would have done them in), but if anything bigger came along…

The car he was in right now was some sort of sleeping car, full of berths for passengers on overnight rides. Billy stepped toward the first door he saw, found it locked, debated his options for a minute, then brought the door down with a savage kick. It flew off its hinges, allowing Billy access to the room.

It was sparse, a single bunk bed against one wall, a desk against the other. Lying in the floor was a body, minus its head. Sitting on the bunk was another body, also missing its head. And clutched in its hands…

"Lucky day!" exclaimed Billy, stepping forward. He pried the dead man's hands off of the weapon, then eyed his prize. It was a shotgun, the kind used for hunting, of a make Billy was unfamiliar with. It was double barreled, with one barrel resting on top of the other. _An over/under_ Billy realized. _Jeez, I didn't know they still made these._

He broke the shotgun open, to find that it was empty. Fortunately, there were shotgun shells on the desk (why, Billy wasn't willing to question), which he used to reload the weapon. It could only handle two shells at a time, and unlike a more modern double barrel, both couldn't be fired at once, but it still beat the Hell out of a 9mm.

Thus armed, Billy searched the other three rooms on the first floor. He found nothing of great interest, save another box of handgun ammo, as well as a key to something called the LOUNGE. Billy assumed that it was somewhere on the car, probably on the second floor, as the dining room had been on the first car, and decided to check it out.

He headed up the stairs and found two doors.

"What the Hell?" he asked in surprise, stepping back from the first door when he opened it. Inside was some sort of…hive, for what, Billy would rather not stick around and find out. He had a pretty good idea, though. How the leeches had gotten into the dining room of the first car from here was a mystery, but the only alternative was a _second_ nest somewhere on car number one, and a group of the nasty bastards somewhere on this car with him.

He tried the second door, found it locked, and used the LOUNGE key to open it. Since that key was oddly specific as to its use, Billy discarded it, figuring it wouldn't work in the ENGINE door anyway.

The lounge was just as posh as the dining car had been. It had a full length, marble bar on the left hand side, with cushioned bar stools lining it. Billy stepped into the room and started to search. But, like the conductor's office, this room seemed to have been untouched by whatever had overtaken the Ecliptic Express. It was more or less undisturbed, the lights in the chandelier above him dimly flickering as they slowly burned out. Since Billy didn't have a flashlight, he decided he'd better check the room quickly, then be on his way.

Only one more place to search, a door at the back of the lounge that Billy assumed was a storeroom. It was an unlikely spot to find the key, but he didn't want to leave any stone unturned.

But of course, the door was locked. Maybe the key he'd dropped earlier would open it? Billy muttered to himself in irritation, but headed back to the door. Only one way to-

The chandelier was swaying uncontrollably. It had been doing so before, but in time with the motion of the train. Now, it moved as if something was walking around above it. But this was the top floor of the car. The only thing above this was…

"Rebecca?" Billy wondered aloud, but Rebecca would have had to have put on quite a bit of weight to be making the chandelier sway so much.

All of a sudden, it stopped swaying and instead fell from the ceiling entirely. It landed on its side, smashing one of the glass bulb covers. The force of the fall caused it to spin, smashing each bulb in turn. But Billy wasn't paying any mind to the chandelier anymore. He was staring at what had knocked it loose.

The spike withdrew from the roof, then struck again in another spot, before opening into a pincer and tearing at the ceiling like a pair of scissors. Soon, it would have the hole widened. Billy didn't intend to be there when it did so. He started forward, but wasn't fast enough. With an enormous wrenching screech, the ceiling peeled up like a tin can, and a scorpion the size of a mini van fell down into the car with him.

Billy shook his head in disbelief. This was just too much.

The scorpion raised its stinger and struck at him with it, but Billy dodged to the left, causing the limb to instead strike a table. The scorpion screamed in rage and tried to pull the stinger free, but the table was bolted to the floor. Finally, it simply decided to break the table itself, and fried its stinger from the wreckage.

Billy raised the shotgun to his shoulder and fired. The 12 gauge buckshot hit the scorpion and caused it to flinch back. Nothing more. He'd need to be closer to punch through the monster's thick carapace.

"C'mon!" he goaded, stepping back, while he broke open the shotgun and loaded in another shell. He re-cocked the shotgun, then dodged again when the scorpion scuttled forward, pincers slashing at him furiously.

He leapt over the bar, then sidestepped as one of the pincers smashed through part of it, trying to impale him to the wall. The scorpion wrenched free its claw, then struck at him with its tail, which would have run Billy through had he not ducked. He used the monster's momentary distraction at having to wrench free its stinger to jump back over the bar and temporary safety.

He shouldered the shotgun and fired at the monster's legs. The shot scattered amongst the eight limbs, but did nothing to slow it down. Its legs were armored too. He'd need to hit something more vital.

"Like the head" he realized, grimly.

He backed away again, firing as he did so. He needed to keep the thing interested and make it come to him. Then the shotgun dry-clicked at him and he realized he'd fired both shells.

The scorpion seemed to realize this too. It scuttled forward again, ready to tear him apart. It struck at him with the stinger, which Billy just barely dodged. He'd been reloading the shotgun, and his evasive maneuver had caused him to drop the shells. He still held one in his hand, but only one. He couldn't stop and gather up the others. He had one shot, and therefore had to make it count.

The scorpion had gotten stuck in the wall again, and seemed to be running out of steam, its motion slower and more lackluster. Billy stepped toward it, cautious to avoid the pincers. The scorpion snatched at him half heartedly with them, but he easily dodged and was soon to close for it to swing at him effectively.

He stepped toward the monster arachnid, put his foot on the place were its left pincer joined its body, and placed the shotgun barrel right up against its head. The scorpion seemed to know what was coming next, and began to flail about in obvious terror, its mandibles clicking together worriedly.

"Sorry, buddy" said Billy, pulling the trigger. "Today's just not your lucky day."

He never did manage to find the ENGINE key, but Billy figured he could just as easily use the shotgun to blast the door open if Rebecca hadn't been able to open it from her end. He gathered the remaining shotgun shells, reloaded, and set off for the first car.

He was in the stairwell of the first car, where he'd sent Rebecca up to search the dining room, when he heard her scream. "Shit!" he exclaimed, and hurried into the next room.

"Stay back!" she was shouting at a zombie that was slowly advancing on her. "Please, don't come any closer. I'll shoot you!"

At first, Billy didn't understand why she hadn't already pulled the trigger. Then he saw the acronym on the back of the zombie's shirt. Another STARS, so probably one of Rebecca's teammates. And despite all team spirit, this guy was going to kill her if he didn't do something.

Billy knew the range was a bit extreme. He didn't care. If he waited any longer, the thing would be out of the room, and it wouldn't be long after that before it was on Rebecca. He brought the hunting gun to his shoulder and fired.

True, most of the shot scattered into the walls of the compartment. But enough of it was concentrated on the zombie that he fell over with a groan.

"Are you okay?" he called out to Rebecca.

She nodded shakily. "Yeah, thanks for saving me…again."

Billy shrugged. "Maybe you'll return the favor." He hefted the shotgun. "If the door's still locked, I bet this bad boy will convince it to let us through."

Rebecca nodded. "Yeah, I couldn't get to the door from on top of the train. I was going to go looking for you win I found Edward instead."

"Sorry about your friend. If it's any consolation, I'll bet he's at piece now." She nodded.

"Thanks, I don't think I could have done that on my own."

"Anytime."

"Okay, now let's go take care of this door" said Rebecca, turning and heading back into the corridor.

Billy started to follow, only to hear something click behind him. _Shit_ he thought recognizing the sound.

"William Coen, you're under arrest." As if to emphasize the point, he felt the barrel of a gun pressed up against his back.

"Out standing" he muttered. This was not turning out to be his best day ever.

**ALRIGHT, THAT'S CHAPTER 1-5. 1-6 SHOULD BE UP ON MONDAY (CLIFF HANGER, I KNOW). SORRY, BUT I CAN'T DO MUCH OF ANYTHING ON THE WEEKENDS.**

**ALSO, SORRY ABOUT THE TYPOS IN THE PREVIOUS CHAPTERS. I WENT BACK AND REREAD SOME OF THEM, AND MAN, I'M TERRIBLE WITH TYPOS. I PLAN TO START ACTUALLY LOOKING OVER MY STUFF FROM NOW ON. I ALSO PLAN TO SEE IF I CAN GET SOMEONE ELSE TO LOOK AT IT TOO.**

**ANYWWAY, YOU KNOW THE DRILL. FAVORITE THE STORY IF YOU WANT TO KNOW WHEN MORE GETS PUT UP. REVIEW IF YOU LOVED IT OR HATED IT. I KNOW I'M NOT PERFECT, PLEASE TELL ME WHAT I NEED TO IMPROVE. ALL FEEDBACK IS APPRECIATED.**

**THANKS FOR READING, AND SPECIAL SHOUT OUT TO PATRIOTFIRE FOR BEING THE FIRST PERSON TO FAVORITE MY STORY! SPECIAL THANKS TO NATUREBOY3 AND REBECCA IS **_**NOT**_** AMUSED FOR THEIR REVIEWS. LIKE I SAID, FEEDBACK IS AMAZING!**

**TAKE CARE, **

** GODZILLAFAN93**


	7. Final Journey

Chapter 1-6

Final Journey

Above the Arklay Forest

Aboard Black Hawk Helicopter

(Enter LONEWOLF 1)

The chopper pitched and bucked underneath him. Had the mercenary been a newer soldier, he probably would have gotten sick from the ride. As it was, his partner, a younger man, was looking a little green around the gills. True, LONEWOLF 1 couldn't see 2's face, because of the gas masks they both wore, but he could still see by the other's movements that he was really feeling the rough ride. But he didn't say anything about, so neither did LONEWOLF 1. Dignity was a highly respected thing in the international mercenary community.

"Prepare to go" said the chopper's pilot, a man codenamed GRAYWING, announced. LONEWOLF 1 grabbed hold of the Black Hawk's repelling cable and slid down. He found the open side of the engine a second later and quickly stepped across. He saw LONEWOLF 2 follow suit a second later. Just like that, they had accomplished what amounted to riding the rails, special forces style.

LONEWOLF 1 tapped his helmet's microphone. "CONTROL, this is LONEWOLF. We have boarded the _Ecliptic Express_ near the engine."

The radio crackled. "Good" purred the voice of MIDNIGHT, who had been LONEWOLF's handler on many operations. "Bring the train to a complete stop. Then begin phase two."

LONEWOLF 1 pulled back the charging lever on his MP5. Phase two was the sterilization of the train, and all passengers. "Yes, sir!"

The two mercenaries turned and headed toward the engine compartment. They both stopped short, though, when they saw the man barring their way.

He wore blue jean overalls, with the red and white company logo on the breast. He had a blue and white checked cap on his head, and a rather muscular frame. He was, in other words, the train's engineer.

He didn't look so good, either. He stood limply, with his head resting on his chest, as if the act of holding it up was too much to be bothered with. Then, realizing the two mercenaries were there, he stumbled forward.

Neither LONEWOLF hesitated. Both opened fire, their MP5 sub machineguns making short work of the former company employee. Nearly forty 9mm rounds to the chest was more than enough to put anyone out of business.

"What happened?" demanded MIDNIGHT.

"Sorry, sir" said LONEWOLF 2. "Train's engineer. Don't worry, we took him down."

LONEWOLF 1 grimaced behind his mask. Yes, they'd taken him down, buy by expending quite a bit of ammunition. And if everyone on the train was so resilient…_This could get messy_. LONEWOLF 1 though dryly.

"Acknowledged" said MIDNIGHT. "Proceed with phase one."

The two mercenaries moved along the side of the engine. It was nice to be out of the rain, which had made the already difficult job of jumping from a helicopter to a moving train all the harder.

The LONEWOLF 1 looked over at the side of the car. It seemed to be…

"What the Hell?" he asked, surprise in his voice.

"LONEWOLF, what's going on?" MIDNIGHT asked, as if trying to remind him to report.

LONEWOLF 1was more interested in stepping away from the wall. 2 wasn't paying as much attention. Then, all of a sudden, he was.

The ooze from the wall slid off and up his leg. The looked down in surprise, then screamed when the…slime began to eat him. He leveled the MP5 and opened fire on the wall, tearing big chunks out of it and the slime that came from within it.

"LONEWOLF, what's the situation?"

LONEWOLF 2 turned to face him. He'd emptied his MP5 magazine and drawn his sidearm, a Beretta 8357 magnum. He tried to aim it at the things slithering up his chest, but his movements seemed to be slowing down. Then one of the creatures slid up his chest, over his throat, under his mask, and into his mouth. LONEWOLF 2 let out a choking cry of disgust, and began to flail even more frantically.

LONEWOLF 1 had been with the company for thirty years. He'd seen the worst of humanity: Islamic terrorists at labs in the Middle East, tribal warfare in Africa, Communist guerilla kidnappings in Europe, even wild animal attacks in the lab in India. But nothing had prepared him for seeing his younger partner attacked by the slug things. He stared in horror as the other man stopped shaking and simply stood there, numb. _Like the engineer_ LONEWOLF 1 realized. He realized he'd never even heard the other man's real name, nor any mention of even his next of kin. It was supposed to make the BCF a more professional force. It just felt damned impersonal to him now.

"LONEWOLF, what is going on?" This voice was unfamiliar to him, one he'd never heard before. Nonetheless, it was on CONTROL's frequency, so he answered.

"Sir, some sort of thing has attacked and killed LONEWOLF 2. I'm still fine, though."

There was a pause. Then: "LONEWOLF, what is the nature of this creature?"

"It looks like some sort of giant slug, or something." LONEWOLF 1 couldn't see the two nervous looks traded between a pair of men a dozen miles away.

"LONEWOLF" said MIDNIGHT over the radio. "Take whatever measures are necessary to secure the train."

"Understood, sir." 1 brought up his MP5, but 2 reacted first, raising the Beretta and firing, one round that grazed 1's shoulder. He growled in pain, as the .357 slug tore the skin off the edge of his arm. Then he leveled the MP5 and held down the trigger.

LONEWOLF 2's body twitched as the 9mm's struck it. Nonetheless, he tried to fire the magnum again. He only went limp when 1 took his head off with the sub machinegun.

"Target down" LONEWOLF 1 said. Then he looked at his comrade's body, looked at the things pouring out of the whole where his head had sat. "Wait, there's something-"

He never finished that sentence. He fired at the slugs as the poured toward him, taking down several before the MP5's magazine ran dry. He pulled out his own 8357, then started shooting, watching the magnum rounds tear the slugs apart, watching them keep coming.

Something grabbed his leg. He looked down just in time to see the engineer take a large bite out of his thigh, riot gear and all. "Gah!" cried 1 in painful rage. He put the .357 up against the engineer's head and fired, watching the man's face explode. He shifted his aim back to the slugs and pulled the trigger, only to hear the weapon click at him.

"Oh shit" he managed.

"LONEWOLF, can you hear me?" MIDNIGHT's voice came in over the radio. "LONEWOLF, what is the situation? Are you there?"

But LONEWOLF 1 didn't answer. He was too busy screaming.

Listening Facility

(Enter MIDNIGHT)

MIDNIGHT looked over at Birkin, whose face had gone quite pale. "Slugs?" he asked.

MIDNIGHT nodded.

"But how could they-"

MIDNIGHT cut him off. "I assure you, William, I don't know. All I know is this: something is driving events in the forest. Let's sit back and watch. See if our mysterious foe reveals himself."

Birkin didn't look happy about that one bit. But he didn't argue, either, which was to MIDNIGHT in and off itself a miracle.

"Sit back and watch" he repeated to himself. Then he did just that.

The _Ecliptic Express_

(Enter BILLY COEN)

He turned to face his accuser. "Stop right there" snapped the voice. "Drop your weapon."

Billy looked at the hunting gun and rolled his eyes. "_Again_ with this? You know, I get really tired of-"

The weapon prodded him in the back, harder this time. "Alright, take it easy. Here." He dropped the shotgun, after making sure the safety was on. It clattered to the floor. "Okay, I did what you said, now can I at least face my accuser?"

He turned anyway, before the cop, or whoever he was, could say anything about it.

The kid didn't look to be much older than Rebecca, another rookie. _Great_ thought Billy. _Another person to baby-sit. And I really need to go, too._ The kid cop was aiming a shotgun, a semi-auto, at Billy's midsection, a look of determination on his face.

"William Coen-"

"Now don't start _that_ again. It's Billy, not William."

The kid made a face. "What are you, a goat?"

"Yeah, yeah, laugh it up. Well, you seem to know my name. What's yours? Bet it's no better."

Now it was the kid's turn to make a face. "Mathias Dawson. Mat to most people, Sergeant Dawson to the likes of you."

"Charming" said Billy. Then the train rocked, and both stumbled. Billy stumbled closer to the kid (_Mat, _he reminded himself). He reached out and grabbed hold of the shotgun with both hands, aiming the barrel into the air. He jerked it out of the young cop's hands, then hit him with the butt stock. The cop hit the floor, and started to rise. Billy raised the shotgun again, ready to hit him, but Mat swung his legs under Billy's, sweeping him off his feet. Billy went down and dropped the shotgun. A second later, he had the Colt out and aimed at Mat. It was then that he realized that Mat had his own handgun, what looked like a Browning HP, aimed at _him._

"Well, this here is what we call a Mexican standoff" said Billy.

"Not really" said the cop nonchalantly. "Your gun is safetied."

It was the oldest trick in the book. Billy knew perfectly well his gun was ready to fire. But that didn't stop him from reflexively looking.

Mat grabbed the Colt and yanked Billy forward, swinging him into one of the car's benches. Billy struck the hardwood seat, then used Mat's own tactic against him with a leg sweep that knocked him off his feet.

Billy stood up and lunged for the Colt, but Mat kicked it away. He tried to bring up the Browning, but Billy grabbed hold of his wrist and began to squeeze. Mat's hand released the weapon, and Billy jerked his arm to throw the gun across the car. Then he punched Mat in the gut. The cop staggered back, but tried to bring _another_ weapon into play, this one on a sling on his back. Billy was done with this fight, though. He jumped into the air, then lashed out with both feet at Mat's chest. The younger man groaned and fell back hard, the wind knocked out of him.

Billy stooped over and picked up the Colt. "Well, now that you're on the receiving end-" he began, only to be interrupted.

"Billy! Mat! What are you two doing?" In the doorway stood Rebecca, her handgun out. She glared at both of them with equal measures of annoyance.

"You know this guy?" both Billy and Mat blurted out at the same time.

"Of course I do" she said impatiently. "Billy, this is Mat Dawson. He's with the RPD, like me. Mat, this is Billy. It's okay, we can trust him."

Trust seemed to be the last thing on Mat's mind. "What, you mean Billy The Fucking Killer Coen? Ring any bells? Like, we're supposed to arrest this-"

"Now might not be the best time to be insulting" said Billy angrily, aiming the Colt at him.

Dawson shrugged. "You're just digging your hole deeper, you know that right? Assault and threatening a police officer's life? Not a good idea."

"They've already sentence me to death. What more can they do to me?"

"Not like you don't deserve it." Billy almost shot him there.

"What do you know? You don't know shit about me! You can take your self righteousness and-"

"Chill!" Rebecca turned to Mat. "I don't think he killed those Marines outside. You've seen what's been wondering the forest. And besides, Billy's saved me twice. Once from some sort of leech creature, and once from Edward."

"So? What about those twenty-three people in Africa? Did the monsters get them too?"

Rebecca looked at Billy, shock in her eyes. "What's he talking about?" she asked.

_Oh shit._ "It's not like that. You gotta believe me."

"Then what is it like?"

Billy looked down. "It's…complicated. Look, I'll explain later. Right now, we've got to stop this train!"

Rebecca nodded. "You're right." She turned to Dawson. "Mat, we have to stop the _Ecliptic Express._ If we don't, we're all going to die. Billy has just as much reason to want to survive as we do. On this, we can trust him completely."

"But what happens after that?"

Billy shrugged impatiently. "We'll sort that out when we get there. Now let's hurry up. Time is short." He lowered the Colt.

"Alright" said Dawson, collecting his handgun and the shotgun. "But you're going to be ahead of me. I wanna keep my eyes on you."

"_Fine_" said Billy, collecting the hunting gun.

They headed to the front of the car, Rebecca in the lead, then Billy, then Dawson. When they got to the locked door, he readied the hunting gun. "Stand back" he said. "There could be splinters."

"Hang on a minute" said Dawson. "Before we go blowing holes in things and wasting ammunition, why not try this?" He pulled a key out of his pocket.

"Son of a bitch" said Billy. "Where'd you find that?"

Dawson shrugged and slid the key into the lock. "In the brake van."

Billy shook his head. They should have searched more. "Looks like you come in handy after all" he said, half out loud.

Dawson gave him a look. "I wasn't aware there was any doubt."

Billy was about to give the cop a very good reason to doubt, when the sounds of gunfire interrupted him. The sounds were coming from outside, on the engine itself.

"Hurry up, Mat!" Rebecca shouted.

Mat gave her a look. "This lock is being very picky. You want to break the key off in the hole? Be my guest."

As the sounds of weapons fire dwindled, Dawson swung the door open. Billy went first, stepping out into the wet night.

There was an open space on the side of engine, like an awning. And sitting underneath it were three dead bodies, along with lots and lots of shell casings. "Shit" Billy muttered. It looked like somebody had been through a fight and a half. Two bodies were missing their heads entirely, while a third looked like he'd been put through a meat grinder, then dumped in a swimming pool that hadn't been cleaned for a year.

He stepped forward, toward a door at the end of the covered area. "Let's get this over with."

"Billy!" he turned at the sound of his own name, turned to see the meat grinder man stand up and stagger toward him. In his hands was a-

"Gun!" Billy exclaimed, surprised, as he raised the hunting gun. The zombies hadn't used any weapons before now. Why the change?

He shot the man at point blank with the shotgun. The 12 gauge buckshot ought to have torn him apart. Instead it merely made him stagger back a few steps, then start coming forward again. He heard Rebecca's 9mm join in behind the man, with similar results. _Body armor_ Billy realized. _Great._

Then, he hear someone yell "_Get down!_" Years of training had reinforced the action Billy took. Suddenly, the zombie began to sprout holes up his midsection, which ran up to his head. When that exploded, the man dropped like a discarded toy.

Dawson stepped over the body calmly, a sub machinegun with a smoking barrel in his hands. "Not so useless now, am I?"

The _Ecliptic Express_

Engine

(Enter MAT DAWSON)

Fortunately, the door to the engine compartment was not locked. Mat stepped into it, then wrinkled his nose in disgust.

Then entire cabin was covered in a thick layer of slime, which coated every surface.

He heard Rebecca and Coen step into the car behind him. Mat was willing to work with the convict for the moment. He wasn't happy about the arrangement, but he'd do it. At least for the time being. _As soon as the train stops_ he thought _we'll see how things go._

"What is this stuff" Mat asked Rebecca, gesturing around the cabin.

"I've heard of this sort of thing before" she said. "Certain types of slugs excrete this enzyme that allows them to protect their delicate underbellies from damage. They can actually slide over the edge of a razor blade and not get cut! Isn't that interesting?"

"Thanks" said Coen dryly. "I really needed to know that."

"Sorry" said Rebecca sheepishly. "Biology has always been a hobby of mine. I've always wanted to be a chemist, but-"

"Sorry, but is now _really_ the best time to be reminiscing?" Mat asked.

"Oh. Right." Rebecca stepped up to a console and wiped the screen clean of slime. "I'd just hate to see whatever made all these tracks."

"Think it was the leeches?" Coen asked.

Mat turned to face him. "You've run into them, too?"

Rebecca and Coen nodded. "Yes, there was this guy in the first car, only he wasn't a man at all, but a bunch of leeches. He attacked me, but Billy killed him. Where did you see them?"

"There was a man, in the forest. A young guy, with some crazy robe thing. He…he tried to kill me and Edward." His eyes widened. "Shit, where is Edward, anyway?"

"Dead" said Rebecca, a note of finality in her voice. "He turned into a zombie."

"How?" Mat wondered aloud. Then: "He must have been bitten by one of them. That's how I heard how it spreads. That, and the leeches. And the dogs too, apparently."

"Can we talk about this later? You know, when we're not gonna die?" Mat gave Coen an angry look.

"Fine" he said. "The sooner we get this train stopped, the sooner this little partnership ends."

Coen grinned cockily. "I can hardly wait." He bounced the shotgun in his hands, as if to show what exactly he planned to do when the waiting was over.

Rebecca wasn't paying them any mind. She was studying a part of the wall with such intensity Mat thought she was trying to stare through it.

"What are you-"

Suddenly, a large panel sprang open. All three took a step back in surprise.

"What is it?" Coen asked.

Mat stepped closer and took a look inside. "It's a mini armory" he said after a moment, indicating the two handguns, MP5, and pump action shotgun on racks inside. "Question is, what's it doing here?"

"I get the feeling there's more to this than meets the eye" said Coen. "I found a diary from one of the passengers. He seemed to think that his company was responsible for all this. There must be some connection between the train and that company."

Mat nodded. "There was a jamming device on top of the train, at least until the giant scorpion destroyed it. It had some sort of red and white shape on it. I _know _I've seen that symbol before."

"The _what_ destroyed it?"

"The giant scorpion" said Coen. "You ran into him too, huh?" He turned to Rebecca. "Don't worry, I killed him earlier."

Mat reached into the small weapons locker and pulled out two boxes of handgun rounds, as well as the MP5 and a couple of spare magazines. These he handed to Rebecca, before pulling another box of 9mms out for himself. He was running low on Browning ammo, and needed to stock up in case there was need later on.

"What about me?" Coen asked.

Mat thought long and hard for a moment. In the end, though, he had to agree with Rebecca. Coen had just as much reason to want to stop the train as they did.

He reached into the locker and pulled out another box, ammo for the shotgun. "Why not trade up?" he asked, then pulled the pump action (a strange knock off of a Benelli M3) out of its rack and handed it to Coen as well. The convict broke open the hunting gun, removed the two shells inside, then loaded them into the new weapon. "Much appreciated" he said.

"Think nothing of it" said Mat. "I intend to see you get through this alive. You can't be executed if you're already dead."

Coen gave him a look very close to lethal. Mat shrugged. Coen had had his chance, and blown it. Wasn't _his_ problem, now was it?

Rebecca stepped over to the panel. "Look here" she said. "It says that in order to stop the train, we have to apply the brakes for both the engine _and_ the brake van."

"And let me guess" said Coen. "We have to be inside the brake van to activate its brakes."

Rebecca nodded. "Afraid so."

Coen stepped toward the door. "I'll go" he said. "Wish me luck."

"Not so fast" said Mat. "I want you where one of us can see you. That means you'll stay in the engine. That way, you can't try and give us the slip once the train stops."

"Then who's gonna apply the brakes?"

Mat shrugged. "Looks like it's gonna be me." He headed for the door.

"Hang on" said Rebecca. "It says here that the train has a three sequence numerical lock. You'll need the code to operate the lock."

Mat nodded. "I think I saw the panel when I was in the brake van." He reached into the locker and pulled out a radio. "Since you seem to have lost yours, use this" he said, tossing it to her. "I'll head to the brake van, and radio when I get there. You two look for the password."

Rebecca nodded. "Okay. Will do."

Mat started to head for the door.

"Dawson." He turned to face Coen. "Watch yourself out there."

The _Ecliptic Express_

Brake Van

(Enter MAT DAWSON)

It was hard going, moving against the momentum of the train. But Mat did it. If he was a little winded afterwards, he was willing to admit it. It wasn't as if he didn't have a right to be, after all.

"Okay, I'm at the panel" he said. "What's my code?"

"Roger Mat" said Rebecca's voice over the radio. "Okay, the lock works like this: you should see a number on the screen. Do you?"

"Check."

"Good. Now, there's a key pad on the panel with every single digit number on it. You have to enter numbers until you reach the number on the screen, without going over, and you have to use exactly ten numbers. No more, no less. Got it?"

"Got it. Now what's the code?"

There was a pause. "I don't know" Rebecca replied finally. "It's not anywhere here. I don't know what to do."

"Me neither" said Mat, looking at the large 36 that stared back at him.

"If you'll hang on a minute, I can be down there and-"

"No" said Mat. Math wasn't ever his strongest subject, but he was already here. He also didn't want to leave Coen alone. And there had been zombies wondering the train. Mat had killed some, but was sure there were more. No since in exposing his friend to more danger. "I can do it."

"Are you sure?"

"Of course I'm sure!" Mat said angrily. "Just wait for me to transmit the sequence to you."

He stared at the keyboard. Then he laughed. All this was was addition, and _anyone_ could do that.

_Thirty-six? Piece of cake_. He tapped the 5 key six times, bringing the number below the 36 from zero to 30. He still had four more digits to use, though. He needed a six, so he made one. A pair of 2's and a pair of 1's.

ACCESS ENGINE TERMINAL

"Okay, Rebecca, I have the code" said Mat. "It's 5-5-5-5-5-5, then 2-2 and 1-1. Got it?"

"Yep" said Rebecca, just as FIRST SEQUENCE COMPLETE appeared on the screen.

The next number to show up was a 67. Mat thought for a moment, then entered five 9's, a quartet of 5's, and a 2. He read the numbers off to Rebecca.

SECOND SEQUENCE COMPLETE

The third number was an 81. Mat was really enjoying himself. Math had always bothered him, but now he felt ten feet tall. He entered eight 9's, then an 8 and a 1.

But instead of the obligatory ACCESS ENGINE TERMINAL message, which had appeared the first two times, a new message appeared.

THIRD SEQUENCE COMPLETE

BRAKES NOW ACTIVE

Mat grinned from ear to ear. He'd done it. He reached for the radio, to tell Rebecca he was on his way back, when a new message appeared, one that made him freeze.

SPEED TOO GREAT TO ARREST

BRACE FOR IMPACT

"Oh shit" he muttered. He thumbed TRANSMIT on the radio. "Rebecca, the brakes are coming on, but we're going too fast you need to-"

An ear splitting screech drowned out his own voice, the sound of the brakes as they rubbed metal on metal, trying to stop the train and failing miserably.

Then the train lurched, throwing Mat against the back rail. Throwing him into, and over it.

His last conscious thought was worry for Rebecca. Then the world went black.

The _Ecliptic Express_

Engine

(Enter BILLY COEN)

"Mat, Mat! Are you there? Answer me!" Billy could hear true worry in Rebecca's voice as she screamed at the radio, worry mixed with dread. She turned to face him. "Something's gone wrong. I'm going to find him." Her tone left no room for argument.

But Billy wasn't interested in arguing. He was too busy starring out of one of the engine's small windows at what was racing toward them.

There was a set of old, rusted and rotten wood and metal buffers, designed to keep trains from doing just what the _Ecliptic Express_ seemed to intend. They failed, though they gave their life in the process. Billy heard wooden splinter and metal bend as the train tore through the guard.

Then they were on an older track, one that didn't seem to have been used for some time. The train broke tree branches that had grown over the tracks in their period of neglect, cut creepers that had grown over the rails with its wheels.

Then Billy saw what loomed ahead of them, and felt the color drain from his own face. "Christ on a cross."

"What, what is it?" Rebecca asked, fearfully indignant; she couldn't quite see through the windows.

Billy didn't fill her in. He just watched as they drew closer and closer to the old station, or carriage house, or whatever the Hell it was. He saw another set of buffers, felt the engine break through those with just as much ease, and knew he was going to die. But maybe he could make his death mean something…

"What are you-" Rebecca cried when Billy screamed. She screamed even louder when he forced her to the ground, getting the wrong idea. Then the train lurched and they both flew into the air. Rebecca's head hit the deck plates, and her eyes rolled up inside her head. Billy hurriedly felt for a pulse, but she was only unconscious.

Billy did not have that luxury, which meant he felt the engine roll onto its side and begin to slide into the building, meant he heard the sound of metal on metal as the floor and the train screeched against each other.

Then another car struck the back of the engine with enough force to send Billy into the console in front of him. Sweet oblivion took him too, for the final moments of the _Ecliptic Express_'s last journey.

**END OF CHAPTER ONE**

**There you have it, Chapter One is complete. Thanks to all for reading. Sorry it has taken so long, I've had family issues and the like going on. Expect it to take me more time from now on, at least one day between chapters so Natureboy3 can have a look at things. Thanks, man, for agreeing to that.**

** As always, read, review, favorite, all that good stuff. Let me know what you think of the story so far. I always want to know what people think, and who knows, you might just get a shout out here, like I'm gonna do for Natureboy3 and Rebecca Is **_**Not**_** Amused. You guys are awesome, thank you so much for reading my stuff. I hope I don't disappoint you!**

** GODZILLAFAN93**


	8. Unwelcome Memories

Chapter 2-1

Unwelcome Memory

Arklay Listening Post

(Enter MIDNIGHT)

Even several miles away, MIDNIGHT could hear the sound of the train's brakes as they tried to slow the express down. He also knew that they would fail.

He began to press buttons on the keyboard in front of him, quickly going through the cameras inside the Training Facility's station. He found the right one just in time to see the _Ecliptic Express _come sliding into the building.

It was surreal, watching the train grind its way across the ground, without making any noise. The camera MIDNIGHT was viewing from had no audio pickup, so he was spared the earsplitting screech of the train as it slid to its final resting place.

He knew he was watching the end of an era. The Company, as Ozwell Spencer had envisioned, had had a certain romantic style to it. But the only vestiges of that style which were left in the world were Spencer's ruined estate in Europe, the Trevor and Abernathy mansions, and the _Ecliptic Express._ With the T-virus spreading through the two Arklay facilities, and the train now thoroughly wrecked…_Lord Spencer will not be a happy man._

"It looks like we may have to send in _another_ team after all" he said casually. The look Birkin sent him was priceless.

"Y-you can't possible _mean_" he began.

"But of course. Someone, somehow, is going to have to reclaim those facilities. Better sooner than later, right? Weren't you, after all, the one unhappy with how Corporate has been handling this fiasco? Perhaps _you_ should head up the reclamation team."

Birkin sat down, in a state of shock. "B-but, how can I-"

MIDNIGHT sent him a look over the rims of his sunglasses. "I suggest you man up, William. You know we can't afford to have any of this getting out. _Someone_ is going to have to lead people in there. Who better than the man who created half the creatures in those labs?"

Birkin looked pale. He was all bravado, until it was his own life on the line. "Wouldn't it be better if we just destroyed those labs?" he asked plaintively. "Most of my research is backed up at the Raccoon City labs. There's nothing inside any of the older facilities I need."

"I'll tell you why we can't do that" said MIDNIGHT calmly. "First off, if we blow _any_ of the Arklay labs up, how likely will it be to spread the T-virus all over the area? We've been lucky so far. Only a few of the infected have found their way into the City. What if the water supply was contaminated? Do you want Sherry to see what demons her father has raised?"

_That_ got Birkin's attention. Neglectful though he was, he _did_ love his daughter. "What's the second reason?" he asked after a few moments.

"The second reason is that someone is doing this" said MIDNIGHT. Birkin rolled his eyes, but MIDNIGHT dove right in before the other man could interrupt him. "First off, we lose contact with the archival team sent to gather Marcus' records from his old offices at the Management Training Facility. Then, the Trevor Mansion and its labs go silent, less than a week later. _Then_, someone activates the RED QUEEN's biohazard protocol, and seals the Hive. At the very least, we need to recover that machine. It represents an enormous investment of capitol on the part of the Company, and is among one of the most powerful super computers in the world."

"Aside from the fact that she's also a homicidal bitch" muttered Birkin. He could just as easily have been talking about the computer's designer, Alexia Ashford, as the machine herself. Before Ashford came along, Birkin had been the youngest scientist employed by the company. Then Alexia Ashford had come along, and blown the young William out of the water, and been smug and condescending while she did. MIDNIGHT didn't much care for Ashford either, but he also thought that Birkin needed to move on. There was no point in carrying a grudge against someone who had been dead and buried for several years now.

"Whatever's gone wrong with the RED QUEEN, it's just one more thing we need to study so that we can figure out what's going wrong." MIDNIGHT gestured toward the monitors. "Just take a look. Someone, somewhere, just declared war on the Company. They have made the first move, and drawn first blood. And they knew exactly how we'd respond, and hit the cleanup team on the train. We _have_ to stop this person, and stop them fast. Otherwise things could get out of hand."

Now it was Birkin's turn to give him a look. "Out of hand? If this isn't out of hand, what exactly is _your_ definition?"

MIDNIGHT just shrugged. "So far, only a select few people know about what's going on. Of _them_, only an even smaller number know that anything has gone wrong. What, do you think, would happen if news of what we've been doing here got out? The Company would be finished, and so would we."

Now Birkin was beginning to understand the true scope of things. "What do we do now?"

"We wait, like I said, and see if this person moves again. There's no point in sending good men after bad, at least until we know what we're up against. But once we know what's going on, I intend to act fast." He grinned. "I intend to find the person responsible for this mess. And then I intend to kill him, as slowly and painfully as possible."

Bravo Team Crash Site

Arklay Forest

(Enter ENRICO MARINI)

They had been unable to raise half the team. Edward, Kenneth, Rebecca, and Dawson were all out of contact. Enrico shook his head. This was turning into one big, huge mess. He hoped Alpha team got worried and went looking for them early, even if that meant he owed Albert Wesker. Enrico didn't like being beholden to anyone, and Wesker had always struck him as someone who would always collect.

He looked at the rest of his team. Forest, Richard, and Kevin. They were all good men, no doubt about it. And he knew he was letting them down.

"We're going into the forest" he said finally, when he could put it off no longer. "There's the off chance that we run into someone with a phone we can use to contact the City. Or we could run into Coen or the murderers. Either way, we're not doing anyone any good sitting here." He looked at Kevin. "I want you to stay here. If Alpha team _does_ show up early, you can radio us and call us back." He looked at Richard and Forest. "The three of us, meanwhile, are gonna go hunt us some badguys."

Both Richard and Forest grinned. "Yes, _sir!_"

Wreckage of the _Ecliptic Express_

(Enter BILLY COEN)

The first thing he noticed was that he had a monstrous headache. It took Billy a minute to realize where he was and what had just happened. That caused him to snap fully back to awareness.

The second thing he realized was that he was on top of Rebecca. He hurriedly scrambled to his feet (so fast that he banged his head on the inside of the engine) before that situation could get more awkward than it already was.

She groaned and sat up. "What happened?" she asked groggily.

"We crashed" said Billy. "We managed to turn on the brakes, but it doesn't look like they made much difference in the end." He shrugged. "But hey, at least we all made it out alive."

Rebecca's eyes suddenly widened. She bent down and picked up one of the radios, hit TRANSMIT, and then shouted into the receiver. "Mat? Mat, are you there? Mat!"

There was no answer. Rebecca dropped the radio and scrambled out of the engine, a tight squeeze for her.

"Rebecca, wait!" shouted Billy, barely managing to fit through the gap himself.

The first thing that hit him was the smell. It was like…_Like a barbeque gone wrong_ Billy thought, an image that made him want to be sick. The smell _did_ make Rebecca throw up, emptying her entire stomach onto the platform, then throwing up again even though there was nothing left except stomach bile. She spit some more out of her mouth, then shouted again.

"Mat? Mat, if you're out there, answer me!"

Something _did_ answer her, but it wasn't Dawson. A low moan rose up from all around them. Billy looked around, to see figures stumbling out of the fires that the _Ecliptic Express_ had started when it had crashed into the building.

"Shit" he muttered, reaching for his handgun. He had no idea where either shotgun or the MP5 had gotten to, so he'd have to make do with the Colt.

Rebecca wasn't paying any attention to the burning zombies staggering toward them. Billy shot down two that got too close to her, bullets to the head that caused both to go down limply. He shot the rest that he could see, then turned back to see what Rebecca was starring at so fixedly. "What is it?"

Then he saw.

The train cars had piled in on top of each other. Unlike the engine, most of the cars were nothing more than wood with metal supports. They hadn't survived the crash. He realized that they had been very lucky to be in the engine when they'd crashed. He started to say as much to Rebecca, but she had already started running forward, toward the wreckage.

"Hey, wait!" Billy shouted, following after her. "It's not-"

But Rebecca had already stopped in front of one car. She sank slowly down to her knees, starring at something in the wreckage.

It was then that Billy realized what they were standing in front of. Somehow, the brake van had managed to get underneath two other cars. It was now thoroughly pulverized; the back where he assumed the brake panel had been crushed beyond recognition.

"Man" he said, shaking his head.

He saw Rebecca pick up whatever she'd been starring at; then she handed it to him numbly.

"What is-" he began. Then he realized.

It was a piece of dark blue fabric, with a patch in the center. The patch had a single, fierce looking raccoon on a light blue background in the center, surrounded by a white background. Circling the emblem were the words RACCOON POLICE DEPARTMENT SPECIAL WEAPONS AND TACTICS. RPD SWAT.

Billy stood there for a minute, unsure of what to say. Sure, Dawson had been a prick, but then again, he was just doing his job. He was young, and young officers tended to be sometimes over eager. He remembered a certain young lieutenant who had been the same way.

"I'm sorry" he said finally, knowing that wasn't going to be anywhere good enough, but knowing all the same it was the best he could do. "He saved our lives" he told her. "If he hadn't activated those brakes, we'd all be-"

Rebecca's body began to shudder slowly. Billy knelt down beside her, unsure what to do next. He put his arms around her, trying to be comforting. She leaned against his chest and began to sob, and continued to for some time.

Arklay Listening Post

(Enter MIDNIGHT)

He checked his watch. It was getting late, and he'd need some sleep. Tomorrow was going to be a busy day for him.

Then he noticed that a console on the far wall was beeping at him. He slid his chair over to it, coming within a fraction of an inch of hitting Birkin. Ignoring the other man's irritated cry, he began to type on the keypad. After a moment, he sat back, perplexed.

"What is it?" Birkin asked, stepping over next to him.

MIDNIGHT frowned. "Someone is trying to access the RED QUEEN."

"Our mysterious enemy reveals himself at last!"

MIDNIGHT shook his head. "Not likely, unless that individual is an employee of the Company. Whoever this person is, they have an access code for the system." He tapped a few more buttons on the keypad, brining up the code.

WHITE RABBIT

"White rabbit?" Birkin said. "I've never heard of it."

MIDNIGHT lit up another console next to the first and began to type. A search on 'white rabbit' did not reveal any hits in Company programs or files. MIDNIGHT changed his search parameters and began another search, this one aimed at personnel. WHITE RABBIT was a rather stupid code-name, but it _was_ possible.

No hits. "What do we do now?" Birkin asked.

MIDNIGHT bit off an angry reply. He'd suddenly had an idea. "Why not ask them?"

"What-" the other man began, but MIDNIGHT was already back at the surveillance console. He tapped a few buttons, cycling through cameras until he had the ones inside the Abernathy mansion. He scrolled through those until he had one near the active console. And near _that_ camera was a PA system.

"Who are you?" he demanded.

There was a startled exclamation from the audio pickups. MIDNIGHT couldn't see the hacker, but he knew he was being heard. "Who are _you_?" the voice challenged, shakily.

"This is MIDNIGHT. Now identify yourself."

"Midnight? Never heard of it" said the hacker cockily. "How do I know you're with the Company?"

MIDNIGHT shot a look over at his companion. "My real name is William Birkin. Have you heard _that_ name before?"

"Y-yes sir!" stammered the hacker. "Sorry about that, sir. I was trying to be careful."

"No worries" said MIDNIGHT. "Now, identify yourself, and tell us why you're here."

"C-Chad Kaplan, sir." MIDNIGHT gestured to Birkin and the terminal with the search engine on it. The other man sat down and began to type.

"And why, Chad Kaplan, are you at the Abernathy mansion?"

"Sir, I'm attached to the cleanup unit sent to the Hive. I'm their technician."

Birkin turned around to face him. MIDNIGHT covered the microphone. "Albert, there _is_ a Chad Kaplan employed by the Company. But he's a computer technician, not part of the UBCS."

"Nice try, but Chad Kaplan's not a soldier" said MIDNIGHT. "Why don't you tell me your real name?"

'But I _am_ Chad Kaplan!" the other voice exclaimed. "I was transferred to the UBCS a week ago. They wanted me because of my knowledge of the RED QUEEN."

"What knowledge is that?"

"I was one of the technicians assigned to the RED QUEEN. I was the only one not stationed in the Hive when everything went to Hell. So I was the only one they could call in to fix the problem."

MIDNIGHT looked over at Birkin. He nodded. "That story _does_ check out."

MIDNIGHT turned back to the microphone. "Alright Kaplan, what is WHITE RABBIT?"

"It's a back door code" said Kaplan. "Alexia built them into the RED QUEEN, in case anything ever went wrong." He paused. "But the system won't accept it. I don't get it. It's almost like someone's been tampering with the computer's programming. But why would someone do _that_?"

MIDNIGHT and Birkin exchanged glances. They had a pretty good idea why someone would.

"Alright Kaplan, where is the rest of your team?"

"I don't know, sir. We were all on the train when it got attacked-"

"Attacked! By what?" Birkin exclaimed, leaning toward the microphone.

"Who is that?" Kaplan asked, sudden doubt in his voice.

MIDNIGHT shoved Birkin aside. "He's no one" he said, giving Birkin a look that made the scientist take three steps back. "Now, what contaminated the train?"

"I don't know, sir" said Kaplan. "Honestly, I've never seen anything like them. They weren't in any of the briefing materials Major Cain gave us. But if I had to guess." Kaplan paused. "If I had to guess, I'd say they were some sort of, I don't know, parasite or something."

Birkin shot MIDNIGHT a questioning look. MIDNIGHT shrugged. _Worry later_ he mouthed. "How did you escape?"

"I guess I was lucky" said Kaplan. "I was with Vance Drew and Olga Danilova, but Vance and I lost her. Then, those, those things, they attacked Vance. Ate him alive." Kaplan took a deep breath. "I jumped out the window, or they would have gotten me too."

"Did you see anyone else?"

"Yeah. I'm pretty sure I saw JD Salinas earlier, but I can't be certain. In any case, I didn't get the chance to talk to him. We were both too busy running for our lives."

"Alright, Kaplan, here are your orders" said MIDNIGHT. "I want you to stay at that terminal. Wait there for either your team or reinforcements. I intend to authorize another team to go into the Hive soon. You'll be a valuable asset. Can you do that?"

"Yes, sir. Most of the infected are still trapped in the Hive. I don't know where containment was breached, but it wasn't here."

"Understood. MIDNIGHT out." He turned to face Birkin. "What?"

"Why did you have to use my name?"

"Isn't it obvious?" MIDNIGHT said, deciding to do a little ego stroking. "Your name is one to conjure with. Most of the company knows who you are. Besides, I couldn't exactly use _my_ name, now could I?"

Birkin nodded. "I understand. Your cover most be kept."

"Exactly."

Birkin looked back over at the console, to make sure the microphone was off. "What are we going to do about him?"

"Well, we can't just leave him there. Like I said, he's a valuable asset. We'll need him whenever we do decide to go back into the Hive. He'll keep where he is. And who knows? Maybe some of his teammates made it out of the train as well. In that case, they should still be able to fulfill their objective. In the meantime, we need to-What's this?"

He was looking at the monitor for the Management Training Facility. In the time since he had set the monitor to the camera in the carriage house, it had shifted to the one in the main building's front hall. And something was moving.

He leaned forward, to get a closer look.

"Albert, what's-"

"Quiet" he said simply.

There was a huge Company emblem on the floor. And part of it was sliding forward. If MIDNIGHT recalled, it was through this passageway that Cleanup Team Alpha had attempted to enter the building, only to be killed one by one by the infected. Whoever was using it now didn't seem to be having as much trouble.

A head emerged from the hole that had opened up in the floor. MIDNIGHT didn't recognize him. The man climbed out of the hole, then reached down and helped someone else out, a woman. MIDNIGHT leaned forward even more intently.

"Who are they?" asked Birkin.

"I don't recognize the male" said MIDNIGHT truthfully. "As for the female; she's with the STARS B team; a rookie, no one of consequence." _Except she's not supposed to be anywhere near here, damn it all._

That seemed to pacify Birkin. MIDNIGHT watched as Chambers and the man spread out, goggling at the ornate entry hall. Then, something quite unwelcome happened.

"Attention, everyone" said a voice MIDNIGHT hadn't heard in many years.

Management Training Facility

Main Hall

(Enter BILLY COEN)

They had managed to get their hands on the pump action and the MP5, after only spending a few minutes searching the engine again. Billy had taken the shotgun, leaving Rebecca the machinegun.

Then they had taken the only door out of the carriage house, followed by another path through some sort of sewage system, and then a ladder. Now they were in some sort of…mansion, for lack of a better word.

He heard Rebecca gasp as they looked around the room. "How the other side lives" she said distantly.

"Yeah" said Billy, pointing to the banisters on the staircase in the center of the room. "That looks like real gold. Probably worth more money than I'll make in my entire life."

Rebecca didn't answer. She just stepped toward the stairs, as if in a trance.

"Rebecca, are you okay?" After her little outburst after the crash, she had been rather quiet. She hadn't spoken at all until just a few seconds ago.

She was making her way slowly up the stairs, toward a large painting of an older man with a sharp nose and rather arrogant looking eyes.

"What is it?" he asked.

"That man" said Rebecca. "Those…leech things on the train. Before they attacked me, they looked just like him."

Billy climbed the stairs and stood beside her. "Doctor James Marcus, Director, Umbrella Management Training Facility, 1954-1988." He paused. "Umbrella. Why does that name sound familiar?"

"It's a local pharmaceutical company" said Rebecca. "They own half the town. And if this is their facility-"

"Then we must have been on their train!"

"Exactly. I wonder what's going on, that they seem to suddenly have a zombie infestation."

Billy thought back to Timothy's diary. "I think I may know-" he began, only to be cut off.

"Attention, please" said a voice over some sort of PA system. It was the voice of an old man, his voice weathered but still strong. "This is Doctor Marcus. A brief moment of silence to reflect on our company motto."

Billy and Rebecca exchanged looks. What was going on?

Arklay Listening Post

(Enter MIDNIGHT)

Despite himself, MIDNIGHT found his mouth forming the words as Marcus said them. "Obedience breeds Discipline. Discipline breeds Unity. Unity breeds Power. And Power is Life."

It was all rubbish, he knew. There was no such thing as loyalty within the Company. Anyone would do anything to get ahead.

Apparently Chambers and the stranger could hear the voice too. He watched them look for the source of the noise.

Then, all of a sudden, he wasn't.

The camera feed cut out, switching to a different one.

This camera showed a dark, dank cave. And standing before the camera was a man. "Who are you?" MIDNIGHT asked quietly.

"I am the man who destroyed the labs here, as well as in the Mansion and the Hive. _I_ sabotaged the RED QUEEN." He chuckled. "After all that, attacking Spencer's toy train seems somewhat anticlimactic, but I did that as well."

"Why?" demanded Birkin. Then he gasped.

The young man beckoned someone to stand beside him. "Cain!" Birkin exclaimed. "He's the one who was supposed to lead the cleanup team-"

"Why are you doing this?" MIDNIGHT demanded, ignoring Birkin's splutters.

"Revenge" said the young man, simply, coldly. "Revenge, on those whose jealousy led them to murder a great man."

"You don't mean-" began Birkin. Neither MIDNIGHT nor the young man was paying him any mind.

"Ten years ago, James Marcus was murdered by Umbrella. And you two helped them. His two most trusted assistants. I'll enjoy killing you two especially." Then, the feed went black.

Birkin and MIDNIGHT stared at each other for a moment.

"What do we do?" the scientist shrugged.

MIDNIGHT ignored him. He got up and headed for the room's exit, a large elevator that led back up to the surface.

"Albert?"

He turned to face Birkin. "Walk with me" he said simply, then turned and continued forward. Birkin scrambled to follow him.

"What are we going to do?" he repeated.

"This turn of events changes nothing" said MIDNIGHT. "I intend to go home and get some sleep." He pressed the call button for the elevator.

"But, we were tasked by Corporate to clean up this mess!" he all but shouted. "Lord Spencer demands results. If we don't give them to him…" He turned to look MIDNIGHT in the eye. "Albert, we can't afford any undue notice being paid to the labs here in Raccoon City. I've got all the bugs worked out of the T-virus. But G is still far from complete. If they learn that I'm still working on it, they'll take the project away from me and give it to some lesser mind!" _They'll also kill you, and your wife and daughter_ thought MIDNIGHT. _But what you said was the more important part, wasn't it?_

"William, William, William" said MIDNIGHT. "It seems to me that that's your problem." He gestured to the monitor on which the young man had appeared. "He was broadcasting from the Training Center. It was _your_ idea to destroy the labs, and honestly I can't think of anything we need from that particular site. As I recall, the UMTC is equipped with a self destruct system. Some sort of paranoid oversight from Lord Spencer. In any case, why don't you-"

"But Albert, how can I-"

Then the elevator doors were closed.

MIDNIGHT sighed. "Goodbye, dear William" he said, half mockingly. One way or another, after tomorrow he was done with Umbrella.

Then MIDNIGHT was no more. Gone was the high level Umbrella scientist and director of the Company's Special Forces. In his place stood Albert Wesker, Captain of STARS.

He sighed again. MIDNIGHT was a personae that would be gone after tomorrow. So would Albert Wesker, police officer. After he led the STARS Alpha team into the forest to "search" for Bravo team (he'd already gimmicked their chopper, and even if everyone else besides Chambers was dead, someone would still have to find her). He'd take them into the Trevor Mansion, then head to the labs below and activate the estate's CCTV cameras. He'd use the STARS' superior combat training, then take the tapes before blowing the entire place sky high. If he was lucky, Umbrella would assume he'd been killed with the rest of his team in the blast.

_There are certain…_advantages _to being dead_ he decided.

** Alright, there's Chapter 2-1. Thanks to Natureboy3 for editing this and Chapter 1-6, as well as for the subscription. Thanks to him and Rebecca Is **_**Not**_** Amused for reviewing. Always review! You've got opinions, and I wanna know about them! If you want instant story updates, subscribe to the story. If you want to know whenever I add a new story, subscribe to me. Who knows? You might just get a shout out like the ones I gave to Natureboy3 and Patriotfire, for being the first two people ever to subscribe to me!**

** Thanks for reading!**

** -Godzillfan93**


	9. The Good Guys

Chapter 2-2

The Good Guys

Arklay Forest

(Enter MAT DAWSON)

He sat up and groaned. _What…What just happened?_ He massaged his forehead. It felt like some evil little gnome had gotten inside when he wasn't looking, then proceeded to start bashing his brains around with an equally evil little croquet mallet. He pondered that image for a moment, then laughed. He winced a second later, realizing that laughing had been unwise. It made his head hurt all the more.

And it made noise. Noise for the things in the forest to hear. And follow.

The sound of a dog howling brought him back to the moment. He sat up, unslinging the P90. It was then that he noticed the pain in his left arm.

He glanced down at the wound, noting that his entire sleeve had been torn away. He felt the scratch, and found that it was warm and wet. It looked dark, though he wasn't sure if that was because the wound was bleeding a lot, or because the blood was mixing with the cold rain water.

He decided to wait until he was under cover again before he tried to bandage the wound. He wasn't as well set up as Rebecca in terms of medical supplies (though he was carrying considerably more firepower than her), but he had basic first aid supplies. Bandages and alcohol to sterilize the cut, along with a small roll of tape.

He headed over to the trees lining the track. He needed to get under cover, doctor himself up, and then get the Hell out of Dodge. He applied the bandage, then flexed his fingers. They still functioned, and that meant Mat could go on.

Now he needed to plan his next move.

He looked down the tracks. In the far distance, he could see what looked like fire on the horizon. _So the train crashed after all. Looks like I got this headache for nothing…_

He thought back to the last few minutes he'd spent on the _Ecliptic Express._ If Rebecca and Coen had been in the engine when the train crashed…Best not to think about what might have happened to her. It never occurred to him that he had himself had a near brush with death. At nineteen years old, he was far too young to even consider facing his own demise. Death was something that happened to other people. It couldn't happen to _him_, could it?

Not that he thought Rebecca was dead, either. She'd almost certainly survived the crash, and was now…

"Alone with a mass murderer" Mat realized. He pulled out his radio and hit TRANSMIT. "Hello? Rebecca? It's Mat. Are you okay? Over."

No response. Then Mat looked down at the radio. Apparently, he'd landed on it when he fell off the train.

"Great" he muttered. That radio would almost certainly come out of his pay, dammit. He clipped it back to his belt, in the hopes that maybe it could be fixed.

Then he heard a roar from somewhere in the forest, followed by gunshots. He cocked his head. He wasn't one-hundred percent sure, but one of those weapons sounded like an MP5. "Kenneth?" he wondered aloud.

He cast a last look over his shoulder. As Mat Dawson, he wanted to go towards the fire. After all, that was where Rebecca was, and he didn't like the idea of her being alone (or with Coen, which to him amounted to the same thing) in this nightmare.

But as Sergeant Dawson, the police officer, he heard someone in trouble.

In the end, duty won out.

"Sorry, Rebecca" he whispered, before running into the forest, towards the sound of battle.

He found the source of the noises a few minutes later.

"C'mon! Take this bastard down!" he heard a woman shout. It was a voice he recognized. Not a STARS, but someone he'd met in the past, definitely.

He crept closer, cautiously. It was an unwise idea to burst in on a gunfight. Some trigger happy fool was liable to blow his head off for him, free of charge, if he did so.

Instead, he crouched down, "duck walking" as the Army called it, through the foliage, P90 at the ready.

"Christ, watch his claws!" This was a new voice, one he wasn't familiar with.

He heard the animal, whatever it was, roar in fury. He crept forward a little more, intent on getting a better look, and found instead that he was suddenly out in the open.

There were three people, two women and a man, all pouring fire onto a huge creature that stood in the middle of them, twisting about in maddened confusion, as if it was unsure who it wanted to maul the most. Then it saw Mat, perhaps the one person in the general area who _hadn't_ tried to kill it. So naturally, it was Mat that it rushed.

"Ah crap" he muttered, lunging out of the way. Automatic weapons fire tore through the area he had just been in; but it was meant for the bear, not him.

He let go of the P90, trusting its shoulder strap to hold it on his back. Instead he unslung the Benelli M1. At close range, the semi automatic shotgun was a force to be reckoned with.

He clicked on the weapon's flashlight and got a good look at the bear. It looked like it had been through Hell: one ear was gone, one eye swollen shut, saliva and foam flew from its wide open mouth, and snot ran from its nose, its single good eye open and red with some irrational hate.

It was then that Mat realized what he was up against.

"Zombie bear" he muttered. "Just what I need." Then the bear was on him, and he raised the shotgun, pulled the trigger, and then stepped aside.

The 12 gauge buckshot tore through the animal's head, pulverizing it instantly. The bear's momentum carried it forward, causing it to drop down at Mat's feet. If he hadn't moved, it would have landed _on_ him.

"Who the fuck are you?" demanded the man, sliding down the hill he'd taken up a position on, M4 carbine at the ready.

"Take a chill pill, Alfonso" said the familiar voice. "He's not one a them. And it looks like he just saved our asses."

"All the same, I don't like freelancers" said the man called Alfonso.

"I'm not a freelancer" said Mat indignantly. "And I'm not some crazy farmer with a gun, either. I'm Mat Dawson, and I'm with the RPD. Now who are you guys?"

The two women had come down to join him and Alfonso. One carried an MP5, the other a Walther PPK pocket .32.

"We meet again, Mat Dawson" said the familiar voice.

"Hello, Rain."

Arklay Forest

(Enter RAIN OCAMPO)

Alfonso looked between Dawson and Rain in confusion. "When did you two meet?"

Rain shrugged. "Back on the train. While you two were busy running away, I was looking for the rest of our team."

"The situation was untenable!" snapped Alfonso irritably. "Those things took the _Express_ and killed everyone on board. If we'd stayed, we'd all be-"

"Easy," Olga broke in, "no one's calling you a coward." She turned to Rain. "Did you run into anyone _else_ you didn't fell like telling us about?"

Rain shook her head. "No. Everybody bugged out pretty damn quick. Either that, or they died. I didn't see Cain, or his body, so I don't know for sure where he is. As for everyone else…" She sighed. "Dawson says he killed Vance in the forest. Said he was infected. I still don't know where Kaplan, JD, and Shade are. All undead and whatnot, for all I know."

"I ran into James Shade on the train" said Dawson. They all turned to look at him. "He seemed to be in something of a bad mood. Either that, or he's just a grade A jerk. He told me that if he saw me again, he'd kill me."

Alfonso shrugged. "Well, in that case, kid, I suggest you run along. We need to find the rest of our team, and if he's planning on killing you…"

Dawson jacked a new shell into his shotgun and pulled the charging lever. "I've made it this far. I think I can take care of myself."

"I don't think you understand this" said Alfonso, stepping forward. "We are in it up to here, and if you try to come with us, you'll only be a liability." He stepped closer, close enough to be in what Rain would have termed the cop's personal space. "And if you become a liability, you end up dead, just like _that_" he finished, snapping his fingers.

Dawson didn't look interested in backing down, though. He fixed Alfonso with a glare of his own. "I was sent into the forest to clean up this mess, a mess I'm being to think you and your little paramilitary group here helped make. So unless you're gonna shoot me now, I am going to do my job."

Rain stepped forward impulsively. "Back off, Alfonso" she said. "With Vance dead, we're down a man. More if the others didn't make it. If Dawson here comes with us, he'll be an extra shooter. And who knows? He might come in handy some other way." She looked over at Olga. "What do you think?"

The Russian medic shrugged. "Easy come, easy go" she said. "He may come in handy. He may not. But if he's out wondering the forest, he won't be any use to anyone."

Alfonso sighed. "Looks like I don't get a choice in this" he said angrily.

"Of course you do!" said Rain brightly. "You can choose to let him come with us."

Alfonso just rolled his eyes. "Fine" he said, as if he were having a tooth pulled. He whirled on Dawson. "But the minute we run into Shade or Kaplan, we'll have to look at this again. And then I doubt you'll be quite so welcome."

Dawson shrugged. "We can cross that bridge when we come to it. Let's just get going on whatever it is you guys are here to do." He paused. "Out of curiosity, who are you guys exactly?"

Rain decided it was time to step up again. "Like I said earlier, that's need to know. We're the good guys. Just leave it at that."

Dawson didn't look convinced. "That'll do for now. But later on I think I'll deserve a little more than that."

Rain shrugged. "You're on a trial right now. If you don't work out, you won't know anything that can hurt us later. If you do, then by that point you'll be too far in to hurt us anyway. Fair enough?"

Dawson gave her a look that said he thought it was neither, but sighed. "Fair enough."

"Great" said Alfonso sarcastically. "Now that we're all together, maybe we can get out of the frigging woods?"

Arklay Forest

(Enter MAT DAWSON)

They walked in silence. Mat fell into step beside Rain Ocampo, the man called Alfonso and the woman whose name he hadn't gotten walking ahead of them.

He wasn't sure who these people were. He'd noticed that all of them had the same unit patch, the crossed-swords-over-red-and-white-polygon he'd seen on the train. That seemed to indicate that the jamming device had belonged to the soldiers, though he wasn't sure. It might have been planted by them personally, or installed by their employing organization. And dammit, he _knew_ he'd seen that symbol before. He was just having a hard time figuring out where…

"You've got guts." Mat looked over in surprise. Rain had started speaking to him out of the blue.

"What do you mean?"

She shrugged. "The kind of shit goin' down right now, most people would be runnin' hard the other way. Not you. So I figure either you're really brave, or really, really stupid."

Now it was Mat's turn to shrug. "Just doin' my job."

Rain snorted. "_That's_ it? A paycheck? You're risking painful disembowelment, not to mention trusting a group of armed men and women you've never met, all for a _paycheck_? I was wrong. You're not brave _or_ stupid. You're just crazy."

"Maybe I am" said Mat. "What about you? Why are you out here?"

"My parents always taught me to clean up after myself. And if this isn't a cleanup job, I don't know what…" She paused. "Nice try, but I know what you're up to. Sorry, but it's like I said. Need to know."

Mat raised his hands innocently. "Hey, I'm just making conversation. No need to get all defensive or anything."

"Riiiight."

"Really." Mat decided to change gears. "Why'd you vouch for me? If this mission of yours is so secret, why have me along at all?"

Rain seemed to think about that for a moment. "I guess because you remind me of myself when I was younger. All overeager and ready for anything." She sighed. "You do what I do long enough, you'll get over that pretty fast."

Mat thought about asking her what it was she did, but decided he wouldn't get an answer. Instead, he asked: "How long might that be?"

"Let's see" said Rain. "I started off back in '95…or was it '96? Anyway, I've been doing this for at least two years. More than long enough to grow up. When I started, I was just a kid, an eighteen year-old angry at the world. Now, I'm a competent soldier." She shrugged. "Good God, I sound like some old vet, talkin' like that."

"Watch the old vet stuff" said Mat. "I was raised by an old vet!"

"Really?"

Mat nodded. "Yeah. My parents died when I was real young, so my mom's parents took me in. My Grandad was a soldier in Germany. I guess I owe my lot in life to him." He shrugged. "He always talked about duty and all that good stuff. Looks like some of it rubbed off on me, doesn't it?"

He looked up to see that Alfonso and the other woman had stopped.

"What is it?" Rain asked.

"We're here" said the woman. She gestured to the large black shape ahead of them. "Welcome to the Abernathy Estate. Ancestral home to one of the Company's oldest patrons, and our final destination."

Mat squinted at the manor house before him. It looked disturbingly like the house from the beginning of _Scooby Doo_. "This is where the zombies come from?"

The woman shook her head. "No, they come from underneath here. There's a lab, buried underground, which is where they-"

"Olga!" snapped Alfonso. "Keep a lid on it, will you? No need to burden his head with such trivialities."

_There's a lab involved?_ Mat wondered. _As in, a scientific lab? What, were they _making _zombies down there or something? That_ was too off the wall to believe. Why would anyone do something that…that…_stupid_?

Something rustled in the wet darkness. The rain had trickled off some, meaning that by now it was only a light drizzle. Soon that stopped too. The loss of the sound of the storm made it all the easier to hear the sounds of the forest.

"Do you hear that?" Rain asked, looking around.

Alfonso made as if to shrug it off; but the sound was making him visibly uneasy. "Just a bird, just a stupid bird." He looked over at Mat. "I'll bet there are all sorts of nocturnal species in this forest, right?"

"I have no idea" said Mat, looking into the darkness, trying to figure out what was making the noise. "I've never been in the forest before tonight."

"Great" muttered Alfonso. "Our local doesn't know anything about this place, either. Outstanding."

There was a sound of rapid flapping. Something flew toward them, into the light of their rail mounted flashlights. Something fast, and heavy.

"What is that?" the woman called Olga shouted.

"Don't worry" said Alfonso, sounding relieved. "It's just a little-_Gah!_"

The bird fluttered over his head, beating its wings furiously. Alfonso batted at it with his hands, trying to get it to go away.

Then there was a crack, the sound of a handgun firing. The bird let out a final _caw!_ and died. Rain lowered her pistol.

"What was that?" Alfonso asked, shaken.

"It was a crow" said Rain. "It must have gotten infected somehow. Feeding on a zombie, maybe?"

"Great" said Mat. "Zombie dogs, now zombie birds. What else is out there?"

"I think we have a problem" said Olga, looking around fearfully.

"What?" demanded Alfonso, peering through the ACOG on his M4. "I don't see anything."

"Shhh" said Rain in annoyance. "Listen!"

They all stood quietly for a moment. Mat even held his breath.

Then, he heard it. The sound of wings fluttering. Many wings. Some sounded just like the crow's. Others had a softer, more leathery sound.

"Bats" Rain hissed.

"Where are they?" Olga asked.

"Sounds are coming from all around us" said Alfonso. "We gotta go. Make a break for the mansion."

"No, wait!" shouted Rain, but Alfonso was already on the run.

The fliers let out a bizarre and angry half caw/half screech and then went after him.

"C'mon!" shouted Rain, firing her MP5 into the infected's midst. "Run, before we get surrounded!"

They ran, trying to keep up with Alfonso, who fired his M4 in short bursts over their heads.

Mat unslung the shotgun and took up a rear guard position. He fired the weapon, jogged back a few steps, and fired again. He kept the pattern up for three shots, then stumbled over something.

He let out a cry of surprise and fell. He got a good look at what had tripped him, and groaned in disgust. It was a human corpse, shot to the point of being unrecognizable.

Then he looked up. The flock of crows and bats was almost on him. He raised the Benelli, and pulled the trigger. Nothing happened; the weapon was empty. He braced himself, ready to die.

Then he heard the sound of a small caliber gun being fired. He opened his eyes to see two bats and a crow fall under the hail of bullets. The others retreated back a ways, unsure of what ha happened. Then he felt a hand on his shoulder.

"C'mon!" shouted Olga, dragging him to his feet with her left hand, her right still holding the Walther.

"Right" said Mat.

They headed over to the house, where they found Rain and Alfonso kneeling before a door, facing out, weapons at the ready.

"Let's get inside!" Rain shouted. "Quick, before they come back!"

That sounded like a _very_ good idea to Mat, so he followed the others into the estate.

Once they were inside, he looked at Olga. "Why'd you save me? You don't even know me. Why risk your life?"

The woman shrugged. "One, I'm a medic. It's in my job description." She thought for a minute. "Two, you're no good to us dead. Simple as that."

Mat nodded. "Thanks all the same."

Olga smiled. "I'd say anytime, but I wouldn't mean it. I hope we're never in this position again. But, what I want and what I get don't seem to be the same thing very often."

"Tell me about it" said Rain.

"Okay, if we're all done bitching," said Alfonso, "maybe we can move on?"

"Alright" said Rain. "Lead on."

**ALRIGHT, HERE'S CHAPTER 2-2. SORRY FOR THE DELAY, MY COMPUTER WAS DOWN FOR A LITTLE BIT.**

** ANYWAY, THANKS FOR READING. IF YOU LIKE IT, FAVORITE IT. IF YOU HAVE ANY OPINION AT ALL, PLEASE, PLEASE, **_**PLEASE**_** REVIEW! I WANNA KNOW WHO ALL IS READING THIS.**

** THANKS TO NATUREBOY3 AND REBECCA IS **_**NOT**_** AMUSED FOR REVIEWS. THANKS TO EVERYONE ELSE FOR READING. YOU'RE **_**ALL**_** AWESOME!**

** GODZILLAFAN93**


	10. Separation

Chapter 2-3

Separation

Management Training Facility

Main Hall

(Enter BILLY COEN)

The voice was still echoing in the empty hall. Billy had no idea where it had come from. He also had no interest in staying to find out.

"Well…" he said awkwardly. "On that note, I think I'll just be on my-"

Rebecca whirled on him. "You're leaving?"

"Well…Yeah? We're off the train, after all." He shrugged. Why was she getting so bent up over this? And why did _he_ feel guilty? He hadn't done anything wrong… "If you want my advice, I suggest you stay here, radio for your team, and then wait for them." He looked around. "There's something, I dunno what exactly, but _something_ going on around here. Perfect place for STARS to investigate, don't you think?" He shrugged. "And if STARS shows up, I don't wanna be anywhere near them. No offense, but like I said: your kind doesn't want me around." He turned and headed for a door, what he assumed was _the_ door, the door that would lead to his freedom. He put his hand on the knob, turned, and pulled it open.

Click.

His whole body tensed. "Haven't we done this enough tonight?" he asked, without turning around.

"Billy…Lieutenant Coen, you're under arrest."

He sighed and turned to look at Rebecca. She was shaking visibly, the Samurai Edge held in both hands, the barrel quivering slightly as she aimed it at his midsection.

"C'mon, are we _really_ gonna have this discussion again?" Billy asked, trying his best to sound disarming. He used his most innocent, charming voice, his most guileless smile; they had worked on women before. But not, apparently on Rebecca Chambers. _Officer_ Chambers he realized after a minute. _She's really gonna do this._

"I can't let you go" she said. "You…You have stay here, wait for the others. You're a wanted man…"

Billy shook his head. "After everything that's happened, are you really gonna send me to my death?" he asked.

"You're a…killer. Mat said you-"

Billy laughed out loud. Rebecca's eyes widened, but he didn't care. He looked at the situation tactically. Rebecca just had the handgun at the ready. The MP5 was still on her back, where it wouldn't be much good to her.

"Tell me this, Rebecca" he said casually. "Do you think that if I were really the hardened killer you seem to think I am, I would have stayed with you for so long?" He shook his head. "How many times have I saved you? How many times, in the last _hour_ have I saved you? Huh?" He laughed again. "If I were the monster you seem to think I am, I wouldn't have let the monsters get you. I would have shot you down when we first met. Because you're a liability, not an asset. You don't help me in any way, shape, or form. And with you still alive, I have to worry about you calling in the other STARS." He paused, then pulled her radio out of his pocket with his left hand and threw it down on the marble floor. "Here you go, by the way." He pulled the door open further. "You've been nothing but trouble all night, and because of _you_, that other cop bit it."

Something crossed over Rebecca's face. It had looked slightly surprised before. Now it was in full shock. "Mat…" she said softly.

"That's right" said Billy, deciding to twist the knife. "Your little buddy wouldn't have stuck around were it not for you, I'm willing to bet. So his death is on your head. Do you want mine on it too?" He pulled the door open all the way. "So what's it gonna be? Are you gonna kill me? Because it's either that, or you repay a tenth of the debt you owe me for wasting my time with you and let me go."

Rebecca's hands were trembling, no _shaking_ violently as she lowered the handgun, and her face. "Jus go" she said softly.

"Well, don't mind if I-"

"Just _go_!"

Billy decided he'd antagonized the luckless rookie cop enough for a lifetime, and left before she decided to shoot him anyway.

He stepped out into the moist night. _Huh_ he noted. _It's stopped raining._ He let out a long sigh of relief. "Free at last" he said, walking into the night.

He thought he should feel better about that, though. It wasn't like he had any attachment to Rebecca. She was someone he'd been through Hell with, yes. A comrade. But if he didn't cut ties now, he'd be up the creek when her friends showed up.

Then why couldn't he get that last image of her out of his head; that image of her shoulders slumped, head down as she tried to cry without him noticing? He shook his head. Whatever his feelings towards her were (or were not), she had been thinking along wholly different lines. _Great_ he thought as realization slowly dawned on him. _I'm on the run, and the _one _cop in the area has a crush on me. _"That's just…That's just wonderful."

And he'd run off and left her in the estate, all alone with God only knew what…

"Stop that!" he snapped at himself irritably. "Guilt trips won't get me anywhere. Just gotta look out for number one. Just me from now on. Just ol' Billy Coen."

Despite his words, he still felt guilty. He hoped that someday, he'd be able to live with that feeling.

Management Training Facility

Main Hall

(Enter REBECCA CHAMBERS)

She stared at the door for a while, trying to muster her resolve.

"He's gone" she said finally. "He's gone, and he's not coming back. You're on your own."

It had surprised her, all the same. A part of her mind was angry that it had. _What did you think was going to happen? That he'd be your knight in shinning armor? Chase the monsters away?_

She shook her head. It looked like she'd have to save herself.

She picked the radio up from where Billy had tossed it. Amazingly, the device was still intact. She hit the TRANSMIT button. "Hello? STARS Bravo? This is Raccoon City Police Department SergeantRebecca Chambers, calling anyone out there. Does anyone copy? Over."

There was a burst of static. She thought for _sure_ she heard the word "repeat," so she did. But it seemed it had just been her imagination. No further sounds came from the radio. She was alone.

And she wasn't going to be rescued by staying in one place. She headed back up the stairs, chose a door at random, and stepped through.

She found herself in some sort of library. It was lined with floor to ceiling bookshelves, which stood in place of walls. In the center of the room were several rows of desks, like some kind of classroom. At the head of those desks was a podium. Rebecca headed toward it.

Sitting on top of the podium was a large and rather heavy looking book, some sort of reference text; though since it seemed to be in Latin, she had no real idea _what_ it was. She thumbed through it out of curiosity, but found nothing of interest inside.

There were shelves built into the inside of the podium. Rebecca looked them over next. But all of them looked more or less the same; old, heavy, and with names she couldn't make heads or tails of. All were covered in dust; it didn't look like anyone had been here recently.

Except…

Rebecca pulled the yellowed piece of paper out from where it sat, on top of one of the books in the small space between it and the next shelf. She unfolded it and looked it over.

FLOOR PLAN, TRAINING FACILITY 2F it said in big, official looking type. Sure enough, it was a less than detailed plan of the room she stood in now, along with the other rooms that connected to it.

She refolded the paper, then put it in the pocket of her vest. It might come in handy later.

The door opposite the one she'd come in through was locked. She shrugged. According to the map, she could access it from the door at the back of the room.

That door, it turned out, was unlocked. Rebecca stepped into it, leaving the door slightly ajar behind her. If she needed to get out in a hurry, she wouldn't have to mess with reopening the door.

The first thing she noticed was that, unlike the library, this room's lights were out. It seemed odd to her that they were, but then again it also seemed odd that an abandoned building still had power, let alone lights that were still _on_.

Her shoe brushed up against something small, which she heard roll across the wooden floor. She clicked the flashlight on her handgun on, looking at what she'd just touched.

It was a shell casing, a 9mm, like what the Samurai Edge and the MP5 on her back would eject when they fired. And as it rolled across the floor, it caused many of its brethren to shift as well. Rebecca noticed that there were shell casings all over the floor; this room had been through a fight and a half, as her dad would have said.

The shell casing she'd dislodged rolled along the floor until it came to a stop. Rebecca raised the flashlight, trying to see what it had run up against. When she did, it made her gag.

It was a heavy duty combat boot that she saw first. A boot attached to a leg, which was in turn attached to a man in what looked like riot gear, sitting on the floor, his back up against a couch.

It seemed to Rebecca, as she stepped closer to him, that this man had been dead for a really, really long time. His skin was pale and stretched, his eyes sunken, his mouth open in what looked like agony but Rebecca knew was only the result of advanced decay.

She checked the body over anyway, hoping for some clue as to how he had died. That turned out to be pretty obvious; there was a large wound in the man's chest. She looked closer at the skin, careful not to touch the skin.

Whatever had killed the man, it looked like it had punched through his tactical vest like it was nothing. And the skin seemed bunched up around the wound, like what she would have expected to see from a syringe. If syringes had quarter sized needles, that is.

The man was still clutching a sub machinegun, an MP5 like the one Rebecca had. That struck her as odd. As old as the body looked, she would have expected him to be carrying a less modern weapon. Come to think of it, his gear looked a little too recent, as well.

She stepped back, puzzled, and gasped when another hideous face greeted her. This one belonged to an equally old looking man, in combat gear like the first. He was lying on the couch, his arms hanging limply over the back, his head resting on the cushions.

Rebecca shone her flashlight around the room. To her horror, she noticed that there seemed be a whole squad of aged corpses in the room with her, all laying around in the places they had fell, all surrounded by brass shell casings. Something had slaughtered these men and women. Something that had then gotten away cleanly.

Rebecca had no more desire to stay in this room with the dead. She spotted a door at the far end, and headed for it. The only thing in her way was a strange, low table with an impractically smooth back.

When the she got closer to the piece of furniture, it moved, or more accurately scuttled, away. Rebecca let out a yelp of surprise. It was alive. And it wasn't a table. It was a giant bug.

It was rather pale, with a long, thin body that ended in a wide, flat abdomen. It had six legs, making it an insect, and all of them were jointed in the middle, meaning that the bug's knees sat above the rest of its body. It had two long probing antennae on its head, under two many segmented eyes. And below those…

"Oh no" she said faintly, realizing what she was looking at.

The thing had a long, thin proboscis, with a sharp point at its end, curled up where its mouth ought to have been. It almost, except for that tip, looked like the mouth parts of a butterfly.

_Or a mosquito_ she realized, thinking back to the wound on the body she'd examined. Of course they'd look old. She'd look old too, if all her blood were drained away.

She took a step back, her feet creaking on a loose floorboard. The insect turned to face her, a loud hiss, like that of a cockroach, coming from it. It raised its abdomen into the air, like some sort of stinger.

Rebecca froze, unsure what to do. The men and women in the room had apparently tried to shoot the creature, to little effect. Since they were all carrying 9mms like her, she wasn't liable to have any better luck shooting her way out. She'd need to be fast, then.

The insect slammed its abdomen down on the floor with a loud thump, at the same time as it unbent its legs. The result was a truly impressive jump, like a grasshopper.

It would have landed on top of Rebecca, too, had she not rolled to the side at almost the last second. Instead, it landed where she had been before, and turned around in confusion for a moment, unsure where its prey had gotten to.

Rebecca lined up her shot using the Samurai Edge's iron sights. She'd only get one, so it had to count.

She pulled the trigger, the bullet leaving the handgun and traveling to the insect in a matter of seconds. It struck just where she had hoped it would, in the space where its head joined its thorax.

The bullet struck the less well armored section of the insect's body, causing a puff of yellow/green blood to appear. The bug screeched in what had to have been pain, then lashed out at her.

One of its legs caught her foot and swept her off it. She landed hard on her back, and tried to scramble away. But on this level, the crawler had the advantage, and it used it. It scuttled forward, uncurling its sharp tipped proboscis as it did so.

Rebecca shot at it, two rounds fired wildly from the Samurai Edge. She watched in horror as they both flattened out against the insect's hard exoskeleton. It continued on, undeterred.

She lashed out with her feet. If it got on top of her, she would just be one more victim.

She felt her right foot connect with what had to have been the thing's head, and felt it jerk back. She heard something brittle crack. The crawler scrambled back, not wanting to be on the receiving end of another kick to the head.

She was more than content to let it be. She scrambled to her feet, turning to head for the door. She took two steps and then froze in her tracks at the sound coming from before her.

She shone the flashlight on the wall just above the door and felt a new terror. Sitting on the wall above her was _another_ crawler, its abdomen raised, ready to pounce.

Rebecca unslung the MP5 off her back and raised the heavier sub machinegun. The weapons had done no good to the people for whom the room had become a mass grave, but all the same, she wanted to go down swinging.

She squeezed the trigger, a wordless cry hopeless terror on her lips as she fired. The rounds had little effect on the insect's carapace, but it flinched back from the impacts all the same.

She heard something heavy hit the floor behind her. She spun to see the other crawler reared up, its two front legs grasping for her, eager to feed, its proboscis uncurling.

She kicked out at the thing, sending it flailing onto its back. It waved all six of its legs frantically in the air, desperate to right itself, thumping its abdomen on the ground as it did so.

Rebecca lunged forward as the insect on the wall leapt down at her, rolling underneath it. She stood up, jerked open the door, and hurried through it, slamming it shut behind her.

She had to hold it closed as the bug slammed its full weight up against it, again and again, desperate to continue the hunt. She could hear its legs, and their hair like spines, rub up against the door, and repressed a shiver. She had always hated bugs.

Then she heard something trying to shuffle under the door, and jumped back in surprise. The crawler's probes were slowly worming their way toward her, wedged under the door.

Rebecca raised her foot and brought it down hard on them, rubbing the sole of her shoe into the floor and spreading yellow/green gore on the hardwood paneling.

The crawler let out a shriek and withdrew its damaged probes. She heard it scuttle away from the door, and let out a sigh of relief.

"Mess with _me_, will you?" she challenged defiantly. All the same, she quickly stepped forward and clicked the door locked, before shoving a ladder in front of it. She was now reasonably sure the bugs couldn't get out.

Unfortunately, that also meant she couldn't, either.

"Nothing comes easy" she said, shaking her head, before heading back into the main hall in the hopes of finding a better way out.

**Alright, here's Chapter 2-3. Sorry about the delay, again, computer problems. Anyway, this whole Chapter (two) will have much shorter entries. Chapter 1 averaged about ten pages, while 2-3 comes in at just over 5. Chapter 3's sections will be longer (hopefully). Anyway, please please please review this. I don't think anyone is reading it, and I won't know otherwise unless someone frigging tells me they are. Anyway…Please review. I want feedback. I **_**need**_** feedback. So far, only two of you have reviewed (Natureboy3 and Rebecca Is **_**Not**_** Amused). I'd like all my readers to say **_**something**_**. I don't really care what!**

** Anyway, rant over. Enjoy your night,**

** Godzillfan93**


	11. Kaplan

Chapter 2-4

Kaplan

Abernathy Mansion

(Enter CHAD KAPLAN)

After running up against a brick wall (or rather, a firewall) for the fourth time, he decided to call it a day. Damn it all, but he'd helped design this system! He was like its often absent parent. Why was it deciding to go through adolescent rebellion _now_ of all times?

He'd tried every code, every backdoor, every hacking trick he knew (which was pretty much every one in the book). None was working. It was almost like…

_Like she doesn't want to talk to you_ Chad thought glumly. The RED QUEEN was a thinking AI. That she might develop a personality was one of the risks the Company had taken when they built her. At the time, the benefits had outweighed the cons of such a set up.

"Does it look so good now?" he muttered to himself. "No, not so much."

He shook his head. He was a little man, in his early thirties. As his name suggested, he was also of Jewish decent, though he had never been a firm practitioner of the belief system. He was what some unkind souls would have called a desk warrior, someone who sat behind the action. Chad knew he was more important to the Company than that.

Proving that to his team, on the other hand…

When James Shade had asked him to join what became Cleanup Team Bravo, he was less than enthusiastic. He'd passed basic firearms training, but that was just because it was Company policy (back in the 80's, Red guerrillas had made a habit of kidnapping employees and holding them for ransom, a tact that got old rather fast). Shooting in a real combat situation? He wasn't sure he wanted to find out how he'd fare.

If he was unsure about his assignment, then Rain Ocampo, Shade's number two, was absolutely furious. She was even angrier when Shade gave him her slot, at least temporarily.

His reasoning was sound. After all, they needed to have someone with experience in the Hive to show them where to go. And if anything happened to Shade, Chad would have to have the authority to take over if they were to complete the mission. All the same, Shade had assigned Vance Drew, his teams B/A specialist, to be Chad's nursemaid. He was too valuable to risk losing.

Then the leeches had attacked the _Ecliptic Express_. Kaplan had found Vance, just in time to see the other man eaten alive by some sort of creature. It was a sight that would haunt him for the rest of his life. And the way tonight was going, that wasn't likely to be too much longer.

He cursed the Hive, the Company, the RED QUEEN, and Alexia Ashford for good measure. If it weren't for the child genius, they probably wouldn't be in this mess. Ashford had come up with the idea for a single super computer, to take over administration of the Hive laboratory from the dozen or so executives who normally ran the facility. On paper, the single machine freed up several prime managers and organizers, who it was decided could be better used elsewhere. Since that would allow the Company to use what it already had rather than train new employees (which was expensive), they decided to think with their bottom lines and install the computer.

Everything went well. The machine performed just as Ashford had projected. If anything, the Hive became even more productive than it had before, which only increased Corporate's opinion of the system. More and more responsibilities were delegated to the RED QUEEN, allowing less expensive computers to be sent elsewhere.

Then something, no one knew what, went wrong. The RED QUEEN shut down, and nearly suffocated the entire Hive. Some bright light had run the lab's elevator systems through her mainframe, meaning that no one could leave without the AI's approval.

The UBCS were called in and forced to brute force their way into the facility. It cost the Company millions, and some (the late James Marcus loud amongst them) even talked about removing the machine entirely.

But Alexia Ashford was (literally) Corporate's fair haired child. She could do no wrong. Oh, she acknowledged that maybe, just maybe, the RED QUEEN had been overtaxed. But she managed to pass the buck on to the Hive's head technician, some luckless fellow named Burnside, who was summarily demoted and sent on his merry way (with what, Chad judged, was probably a fairly sizeable grudge).

Ashford recognized, even if she didn't care to admit it, that the RED QUEEN was flawed. She needed other programmers besides herself to contribute to the AI's code, in order to ensure such monumental errors didn't occur ever again.

Chad Kaplan was just one of a handful of bright young minds brought in to work on the RED QUEEN. At first, Ashford was cold (even standoffish at times) about others working with what she deemed _her_ baby. But when she saw what a genius Chad was in his own way, she began to unbend some.

If he and Alexia Ashford were never going to be friends, they were at least fairly close co-workers. They worked well together, and Ashford had helped Chad's career along merely by gracing him with her presence. He was soon second only to Ashford herself on what was termed Project WONDERLAND. Apparently, Ashford was a fan of Lewis Carroll.

Every member of WONDERLAND had been given a specialized access code, which would grant them limited backdoor access to the RED QUEEN. Each code was designed to fit its owner. Only two codes (Alexia's and Chad's) would grant full access.

Chad's code had been WHITE RABBIT. Alexia had probably thought it was funny. Chad had always been inordinately worried about the project's schedule, but every time he voiced his concerns, Ashford had laughed in his face.

"Are you very late for an important date, little rabbit?" she would ask. Even then, there was something…off about her.

Despite all obstacles, WONDERLAND was finished ahead of schedule, and the RED QUEEN was back online only a bare two and a half months after she crashed. Chad had added his own touches to the system, including an actual user interface, which he called Alice. The UI was capable of speech and even had a digitally rendered image, to make it easier for employees to communicate with the machine.

Alexia had gotten hold of the idea and modified it some herself. The finished Alice UI spoke with a posh accent, and bore a striking resemblance to the young Alexia. Chad thought that final touch a little over the top, but Alexia was in charge, and he didn't, couldn't say anything about it.

They had offered him the job of RED QUEEN's chief technician. He'd flatly refused. He had no desire to move to Raccoon City, or spend nine plus hours a day underground. He was perfectly content to remain where he was, at the Company's New York offices. The head technician job was awarded to Spence Parks, a capable enough man in his own right, if a little greedy. Knowing Alexia's twisted sense of humor, Chad would have guessed her code for Parks was something like WALRUS or CARPENTER. It fit him rather well.

Like everyone else who had been on WONDERLAND, he was shocked when the young Alexia died. Later he learned she had managed to blow herself and most of the Antarctic Research Facility sky high in some sort of crazy experiment. He wasn't wholly surprised at her end. All the same, he would have wished her longer life. He was rather fond of the girl (she was like a crazy, eccentric, brilliant cousin to him).

He paid his final respects to her at the funeral. There he met Alexander Ashford, a name to conjure with in the Company. Or at least, he had been. Poor Ashford just seemed tired now. He and Chad had spoken a little on matters of triviality. But Baron Ashford kept steering the conversation back toward the RED QUEEN. Alice, the UI, was top secret, but Chad still got the feeling that Sir Ashford was trying to grab for anything that might help him connect to his dead child.

He also met Alexia's brother. While Alexander Ashford became depressed, his son Alfred seemed to have become almost psychotically obsessed with Alexia. Chad couldn't really blame the man; he couldn't imagine losing a sibling, let alone a twin. All the same, he got away from Alfred as quickly as possible once the other man began to mutter to himself in a strange, high pitched voice. It was unnerving, and reminded Chad of nothing more than Tolkien's Gollum from _The Lord of the Rings_.

Even after its creator's death, the RED QUEEN continued to run at peak proficiency. Alice, the UI, was well liked by all the staff, and Chad and Alexia were commended (albeit posthumously for her) for the addition.

The years went by. Chad moved to Chicago. He continued to work for the Company, and continued to make a name for himself as one of the world's leading computer programmers, so much so that he was tapped to develop a second, more advanced artificial intelligence, called WHITE QUEEN. Chad went to work on the program as he did everything else, with a certain amount of diligent determination to get the job done. He named the UI Alexia, after his late friend.

Then Chad received a visit from a stranger, a young man with a hard face who asked him some rather pointed questions about the Hive in general and the RED QUEEN in particular. Chad told him (politely) where to go and how to get there. Then he telephoned his superiors and reported his concern. There was no reason a non-employee should have such knowledge.

He got a message from Parks later that month, asking if he'd be interested in doing a little freelance. Since he was still busy finishing work on a Company contract, he'd politely turned the offer down. But the message he sent was returned unopened, with a large stamp that read RETURN TO SENDER, ADDRESSEE DECEASED.

Curious, Chad began to investigate. He soon learned there was a discrepancy between when Parks had died and when the message had been sent. More specifically, it had been sent _after_ Parks was reported dead.

When Chad voiced his concerns with Corporate, they were much more receptive.

A few days later, he was informed that the RED QUEEN had gone rampant, and sealed the Hive. All personnel inside were assumed deceased. And just like that, he was tapped for the UBCS team that was to be sent into the defunct lab.

A warning sounded from the terminal he'd been working at. According to it, something, or rather, several somethings, were moving around in the Abernathy House above his head.

So far, he'd managed to avoid the infected, though he had seen something he hadn't been prepared for on the train. Now it looked like his luck had run out.

He pulled the Beretta 8357 out of its holster and pulled the slide. If he was going to go down, he'd go down fighting.

Abernathy Estate

(Enter ALFONSO WARNER)

"Alright folks, let's explore this place" Rain informed them. She gestured around the rather unimpressive entry hall with her free hand, the other holding her MP5. "Let's see if we can't find our friends, or any survivors. But _be_ _careful_. There are bound to be a few infected wondering around."

Alfonso chambered a round in his carbine. The M4 was a durable weapon, and the 5.56mm rounds it fired had enough power to get the job done. A couple of hapless passengers turned zombies had found that out the hard way aboard the _Ecliptic Express_.

He clicked on his rail mounted flashlight, then headed in a direction that no one else had taken. Underneath his heavy combat boots, the floor creaked. That would make sneaking up on anyone difficult. He hoped it made things just as hard for anything trying to get the drop on _him_.

He felt a sharp, stinging pain in his scalp. He raised his hand and felt around. He found a small, shallow cut towards the middle of his head. Like most head wounds, it hurt a lot and was bleeding even more. Fortunately, his hair was keeping most of it out of his eyes, aside from a small trickle that was beginning to flow. He growled in irritation. That damn bird had gotten in one good lick, alright.

He rounded a corner and found himself at a dead end, aside from a staircase up against the right hand wall. If he wanted to keep going, he'd need to go up.

He held the M4 at the ready, using it to light his way as he climbed the stairs. The carpet was dark and stained darker in places. It looked like something had been dripped on it, as if someone had been wounded and gone upstairs. Alfonso's M4 was already unsaftied. If it hadn't been, he would have made sure it was before he got to the top.

He was starting to feel a little…woozy? He shrugged. That was something to talk to Olga about, later. For now, the mission came first.

He stepped onto the second floor and looked around. There were three doors in this hallway. He checked the one closest to him, the first one on the left. It was empty, a single, militarily precise bed made in the center.

The next door was locked. Alfonso fixed that with one swift kick. The door was made of less than sturdy wood. It was meant to impress. Alfonso's foot certainly impressed _it_.

He stepped quickly into the next room, panning the M4 around. His first sweep didn't reveal anything. He relaxed a little, and lowered the weapon, then turned to leave.

There was a man standing on the threshold of the adjoining bathroom. Alfonso saw him and let out a startled cry. The man hissed at him, his eyes milky white and soulless in the flashlight's beam. The man opened his mouth wide and plunged forward, hands grabbing for Alfonso's shoulders.

The space was too close for him to use the carbine effectively. Instead, he held the weapon lengthwise and thrust it forward, using it to keep the zombie at an arm's length. But the infected put his full weight into his lunge and leaned on the carbine, forcing Alfonso back.

He landed on the floor, the zombie on top of him, the M4 the only thing separating them. The zombie opened his mouth and let out a hissing exhale. Saliva dripped from the infected's open jaws and onto Alfonso's face. He groaned in disgust, but couldn't do much more than shift his head and hope the warm spit would run off.

He was pushing with all his might, but he was feeling a little…wiped. That didn't make much sense to him, but he wasn't worried about cause now so much as effect. He was getting worn out. The zombie didn't seem to be capable of that. It was inching closer.

Alfonso shifted his grip on the M4, bracing it with his left arm. With his right, he reached for his combat knife.

He was just pulling it out of its sheath when the zombie's head exploded. Alfonso shoved the body away, using his hand to try and wipe off some of the monster's blood. "Took you long enough" he muttered to his mysterious benefactor.

"Well, I wanted to see if you had things under control or not" replied the other man.

Alfonso stuck out his hand. "JD. Always good to see you."

JD Salinas clasped it and gave it a single shake. "Same to you, Al."

"What's going on up there?" Rain demanded over the radio.

"Everything's rosy, Boss" said JD over the same channel.

"JD!" Rain exclaimed. "You made it!"

"Roger that" he replied. "That's not all. I think Kaplan's down in the basement. There's nothing else to see around here. Why don't we head downstairs?"

"Sounds good" said Rain. She shifted channels, to address her entire team. "You hear that people? Head back to where we came in."

"Roger" chimed in Olga and Dawson.

Alfonso let JD take the lead as they made their way back to the main hall. For some reason, his head was _killing_ him…

Abernathy Estate

(Enter MAT DAWSON)

Mat had stayed with the Russian medic, Olga. His own radio trashed, he needed to be with someone who could talk to the others.

He wasn't sure what to make of the women. She had saved his life, but she didn't seem to think that that was anything special. She didn't seem to think _he_ was anything special, either. He had a feeling she had as much use for everyone else. She was competent, but cold. She made him miss Rebecca.

"What happened to you?" was the first thing she said when Alfonso and the newcomer showed up at the rendezvous.

Mat's eyes widened as well. The other man's face was a mask of blood. His skin looked rather white, too.

"Sorry about that" said the newcomer. "There was a zombie. I shot him, but I think poor Al here is wearing most of his blood."

Olga let out a disgusted sigh. "Let's get you cleaned up" she said, then began to do just that with what looked like military grade Wet Ones. Alfonso rolled his eyes, but put up with the indignity.

The newcomer turned to look at Mat. "Who are you supposed to be?"

"I'm Mat Dawson. I'm with the RPD. We're investigating the forest murders. Who are you?"

The newcomer stuck out his hand. "Jeffery Daniel Salinas. Just call me JD."

Mat shook the other man's hand. He seemed friendly enough, all things considered.

JD turned to Rain. "The stairs leading down to the basement are back that way" he said, pointing around a dark corner. "According to what Kaplan told us before we set off, there's an override terminal for the RED QUEEN there."

Rain nodded. "Good. Maybe we can do something the easy way for a change."

JD shrugged. "If you're interested in doing things the easy way, I think you're in the wrong line of work."

Rain looked like she was about to reply, but Olga broke in. "What did you say happened?"

Alfonso let out an indignant snort. "Like JD said, a zombie jumped me. So JD jumped him."

"Did he bite you?"

Alfonso shook his head. "No, but not for want of trying."

Olga wasn't listening. She was instead probing the top of Alfonso's head.

"You can keep doing that forever, Olga" said JD mischievously. "You won't find Al's brains that way."

"Least I got some" shot back Alfonso. Then: "Dammit Olga, watch it will you?"

"You have a nasty gash in your head" she informed him. "When did that happen?"

Alfonso thought for a moment. "I think it was the bird, earlier. Why?"

Olga was silent for a moment. "It's probably nothing."

"Well, now that we're done playing field hospital, can we move on?" Alfonso asked, a little annoyed. Mat couldn't really blame him.

Rain gestured to JD. "You seem to have memorized the floor plan. Lead on."

They tramped down the hallway in single file, weapons at the ready, rail mounted flashlights trained out.

They reached a large metal door without incident.

The door was the first thing Mat had seen in this rather shabby Abernathy Estate that looked out of the ordinary. It was of heavy metal, and had a keypad next to it.

JD stepped toward the pad, and hit a button. "Open up!" he said loudly.

"Who's out there?" came a rather frightened voice from the other side.

"It's us" said JD. He named off the rest of his team. "And we've got some cop guy named Mat here with us, too."

"A cop? What are the police doing here?"

"Hell if I know" said JD. "Now, do you mind opening the door?"

"Sure" came the timid voice again. "Sorry about that."

There was a hiss as the door slid open. A thin man stepped forward, a handgun of some sort belted to his thigh. Other than it, he looked like some sort of technician. He wore work pants that didn't look nice exactly, but had seen hard use, and a grey colored button-down shirt. He had a rather fearful look in his eyes. _Scared little rabbit_ were, oddly enough, the first words that came to mind when Mat saw him.

"Good to see that all of you made it here safely" he said, trying to sound formal and failing rather miserably. "Vance didn't make it."

Rain nodded impatiently. "We know. Now, what's the plan?"

Kaplan took a moment to compose himself. "We are standing, right now, in the Abernathy Estate, as it was rebuilt after the 1923 fire. In the back is the much older family plot. Concealed in one of the monuments is the Sepulcher, which will allow us to access the Hive."

"Hold on a minute" said JD. "You mean we're gonna have to go in? You couldn't do what you needed to from here?"

Kaplan shook his head sadly. "I'm afraid not. It looks like Alice doesn't want to talk to me."

_Alice?_ Mat wondered. Did they have someone inside this Hive thing?

"Anyway," continued Kaplan, "we'll head into the Abernathy plot and look for the Sepulcher. The name on the monument is the nonexistent Alice Abernathy. It shouldn't be too hard to find." He paused. "Keep in mind, though, that the Hive is a top secret facility. Some of its security features may be active. We need to use extreme caution when we enter."

He looked around at everyone. He shot Mat a puzzle look, but didn't say anything to him, or ask why he was there.

"Alright" said Rain. "Let's head out."

**As promised, here is chapter 2-4. I hope to have 2-5 up soon (preferably this week, but I can't guarantee that).**

** In any case, let me know what you think. Write a review, even if you hated it. No matter how bad it is, I want to know why. **

** Thanks to Natureboy3 for proofreading, and for replying to me so quickly. You ought to take a look at his stuff. It's cool. Thank you to Natureboy3 and Rebecca is **_**Not**_** Amused for reviews. Also, thanks to Jammer69er for the review, and the add.**

** Anyway, if you **_**did**_** like the story, adding it (or me) to your favorites will allow you to get story updates whenever I upload a new chapter.**

** Thanks everyone**

** -Godzillafan93**


	12. Karma

Chapter 2-5

Karma

Umbrella Management Training Facility

Main Hall

(Enter REBECCA CHAMBERS)

She'd checked several of the books up in the library, almost at random, hoping to find something she might use. No such luck. Everything was either a dull or a rather tasteless work on business management. None of them were of anything more real then the vagaries of corporate administration.

She'd headed back down into the main hall, hoping that one of the other doors might be of some use.

She chose the door on the right of the large painting of Doctor Marcus. The first thing to hit her was the smell, the stench of five bodies in a confined space as they slowly rotted away. Then she heard the moans of the zombies as they stumbled toward her, maneuvering badly around the large table in the middle of the room.

Rebecca drew her handgun, and put a round through the head of the first zombie to come after her. The others seemed to be content to take the long way around, stumbling quickly around the table for her. She fired two more bullets, her first shot grazing the next zombie's head, the second taking him down. She changed targets and put down the others without any more trouble.

She thumbed the release for the Samurai Edge's magazine, and counted her remaining bullets. She had eleven left, so she decided to recharge the magazine with the loose 9mm rounds that Mat had given her on the train. Once the Samurai Edge had a full magazine again, she holstered it, pulled out the MP5, ejected its magazine, and reloaded that weapon as well.

When she was done, she had no more rounds left. She shrugged, folded the box, and put it back in her pocket. It might come in handy later, and it didn't take up as much space empty as full.

There was a note on the table. Rebecca walked over and picked it up, curious as to what it said. It read:

A Verse of Poetry

The Moon bows to the Earth

The Earth swears loyalty to the Sun

And the Law of the Sun Governs all things

This itself is the keystone,

The pointer to glory

All our hands cannot open the door to heaven.

None of that made a great deal of sense to Rebecca. It sounded like some sort of riddle. She folded the paper up and stuck it in her vest pocket. She might, after all, need it again.

The only other things in the room were a large pile of books next to the fireplace. It looked like someone had been rummaging through them, and had thrown a few volumes into the fire. Rebecca couldn't get much use out of what was left. Whatever the book burner had been trying to get rid of, he had apparently succeeded.

Next to the fireplace was a box of shotgun ammo. She opened it and pulled the seven shells out, then put them in her pocket. She wasn't carrying a shotgun at the moment, but it was possible that she'd find one later on.

That room turning out to be a bust, she headed back into the hall.

She picked a door on the far left side of the bottom floor, and headed through it. Inside, she found a narrow hallway. Heading down it, the first door she came to was locked. But the second…

Inside that room was some sort of projector. She recognized it from her college's chemistry lab. It was a microfilm projector. And nearby sat a pair of microfilm cards.

She inserted the two thin pieces of plastic, then turned the machine on. The projector lit up, and an image appeared on the screen across from it. It showed three rows of four, divided in half. Each individual box in the image had either a number or letter in it. All except for two, which had instead a strange figure shaped like a zero, but with a slash through it. It looked to Rebecca like some sort of puzzle key, and she had a pretty good idea where it was going to be used.

The small drive next to the projector spit out a small, slender rectangle. Rebecca picked it up and examined it. It was an MO disk, the type used in some computer systems. And she remembered seeing one back in the library…

She headed back up the stairs, past a large statue of an angle holding a set of scales. She entered the library, and walked toward the podium at the head of the small classroom set up in the middle. She inserted the MO disk into the computer inside the lectern, after pushing aside a rather large book that had been blocking it.

A message appeared on the screen. ACCESS GRANTED. INPUT NEEDED AT OTHER TERMINALS. She guessed that that applied to the small screens that had just lit up on the desks. She headed to the two with the odd zero symbols on them, and pressed the button.

Immediately, she heard something shift. Following the sound, she saw a pair of suits of armor she hadn't noticed before. The two suits stood with upraised swords, crossed over a door…

The sound she heard was the mechanisms inside the armors moving the swords. She started toward them even before the swords were fully finished moving.

Examining the door, she had to admit it was an interesting way of locking them. Each door had a large metal bracket, on which the sword rested. When the swords were down, they wouldn't budge.

She opened the door and found herself in another hallway. She turned a blind corner and found herself face to face with another zombie. She coolly shot that one in the head, stepped over the body, and pressed on. She had found that she could cope with shooting people, so long as she didn't dwell on it. But if she started thinking too much…Then she might have a problem.

The hall dead ended. She took a set of double doors on the right, and found herself in some sort of office. On the right was another large floor to ceiling bookcase. But Rebecca wasn't paying it much mind. All of her attention was focused on the center of the room, and the enormous chess set that inexplicably dominated it.

At the back of the room was a desk. Rebecca stepped toward it, and felt the floor's black and white tiles click underneath her shoes. It sounded like there was some sort of gear mechanism underneath the huge board.

Sitting on the desk were a bunch of scattered papers, as well as a chessboard, normal sized. The fact that several pieces were off the board seemed to indicate that someone had been playing, or had just finished a game. The only pieces still on the board were the Black King and a Pawn, and the White King and two White rooks.

Rebecca thought for a minute, then looked over at the large board on the floor. Sure enough, the two had the same pieces left on them. She tried moving the pieces on the small board. They were held fast. So, perhaps she was meant to move the large ones?

No such luck. Those pieces proved too heavy for her to shift and move. She left the room in disappointment. She knew that there was something inside that she needed, but if she couldn't get it…

She headed back to the main hall again.

She started to go down the stairs, then gasped. Where the painting of Doctor Marcus had hung, now there was only a large hole in the wall. She clicked the flashlight on her Samurai Edge on and shined it into the abyss, but she still was unable to see very far.

The mechanism she'd activated inside the library must have done more than just open the armor locked door. It had also apparently opened this hidden tunnel.

She was so caught up in her new discovery, that she didn't hear the main door behind her open. It wasn't until she turned around that she saw who her new visitor was, or indeed that she had one at all.

"You!" she exclaimed in surprise.

Outside Umbrella Management Training Facility

(Enter BILLY COEN)

He had determined that karma was a bitch. That was the only explanation he had. Well, either that, or God really hated him. But it had to be one of those two…

He'd stepped out of the Training Facility and walked off into the night, a spring in his step. He was home free. No one could find him now. With luck, everyone would assume that he'd been killed, either in the forest or on the _Ecliptic Express_. All he had to do was slip quietly away, and get on with whatever life he decided to have.

There was a road leading away from the building. It was smooth and looked like it had been well kept up. Billy followed it, hoping it would lead somewhere.

It _did_ lead somewhere; just not somewhere he was terribly interested in going.

There was a cliff at the edge of the facility's grounds. Below, he could hear water running. He assumed that it was the Arklay River, which he thought he remembered flowing out of the mountains of the same name into this area. There was a bridge across the gap, though.

Unfortunately, the bridge only had about six feet of span left. The rest, for all he knew, lay at the bottom of the river.

He bent down and examined the broken span. The edge was broken off almost perfectly, like a demolition charge. The question was, why would someone blow the bridge to this side of the river? It was almost like they were afraid someone would find the facility. Or that some_thing_ would find its way out.

Billy shivered. After all the things he'd seen tonight, he wasn't interested in finding out what had Umbrella (since he couldn't think of anyone else who might be trying to sandbag) running scared.

But he'd also learned that in life, what he wanted and what he got was very rarely the same thing.

One thing was clear. He wasn't going to be leaving this way. He looked down at the river. It had a very fast current, and was God only knew how deep. If he tried to ford the Arklay, he would probably drown. And that, he decided, was a stupid way to die, especially after all he'd been through.

Billy wasn't sure how long he'd been standing there. Then, he saw something moving in the water. Supposedly, a wake in water was phosphorescent, and could be seen even at night. It certainly looked like something was moving in the river. Moving fast, and against the current.

And straight for him.

Billy took a step back, and unsafetied the shotgun. All things considered, whatever it was, it wasn't very likely to be Flipper.

There was a loud sloshing sound as the thing leapt out of the water. It landed a few feet away from Billy, and let out a strange reptilian shriek that made his ears ring.

He took another involuntary step back as the monster advanced on him. In the moonlight, he could see that the thing was big, and had smooth skin that was ribbed with what looked like warts. It had flippers on its hands and feet, and walked with a slightly slouched gait.

It opened its mouth. Something shot out and rapped around Billy's leg, jerking him off his feet. The giant (frog?) crouched down, and began to reel him in with its tongue.

Billy wasn't interested in being a late night snack. One handed, he leveled the shotgun and blew the monster's head off. The amphibian collapsed, thrashed for a minute, and died.

Billy sat up, and cautiously probed his ankle. Nothing appeared to be broken, and he found that he could stand on it. He jammed one of his few remaining shotgun shells into the weapon, then turned back to the river, only to find still more wakes slowly coming toward him. It seemed like a good idea to be somewhere else, right then.

He ran, straight for the facility's door. Whatever was inside, he figured it couldn't be much worse than some overgrown frogs. When he heard the sound of more of them jumping onto the bridge, he quickened his pace.

He flung open the door and hurried inside, slamming it behind him. He let out a sigh of relief, his body sacking against the heavy wood. _Another brush with death._

"You!" Whenever Billy heard that word in _that_ tone of voice, it told him he was about to be in for it. He looked up in the direction the sound had come from, and sure enough, there stood Rebecca.

"Uhhhh…."he stammered, not sure what to say. "Hi?"

Rebecca stared at him for a moment. "You came back" she said; a statement, not a question. "Why?"

At that moment, the door began to rattle, the frogs throwing their bodies against it. "Those" Billy said, gesturing behind him. "And there's no way off the grounds from that way. Somebody blew out the bridge."

Rebecca's expression didn't change. She still didn't look happy to see him. She just kept starring at him, coldly.

"Look, um, Rebecca, it's not you fault" he said haltingly. "What I mean is, I, uh, I was wrong, earlier. You're not a burden. And I don't think you killed Dawson. He made his choice, and took his chance. That's all any soldier can do-"

"Mat wasn't a soldier!" Now Rebecca wasn't cold. She was _mad_. "He was my friend! And he died trying to help us!"

Billy nodded. "I know what you're going through. I've lost people in the field before, and-"

"I've known him since I was little" Rebecca said. She didn't seem to be listening to, or even speaking to him. "He stuck up for me, even when no one else would. And now he's dead! And it's all my fault."

Throughout Rebecca's passionate monologue, Billy had been slowly walking toward her. Now, he stood directly in front of her, two steps down, where they could see eye to eye.

"I know" he said. "I know, and I was harsh on you. You've not been a cop for very long, have you?"

Rebecca shook her head. "This is, was my first assignment."

_Helluva first day._ Billy put his hands on her shoulders. "In your line of work, sometimes people are going to die. That's just part of the job. And it won't get any easier. The only thing you can do is go on with the mission. You can mourn your friends later. But keep your head in the game. Your comrades wouldn't want anything to happen to you because you're distracted. Can you do that?"

Rebecca slowly nodded. "I…I think I can."

Billy smiled. "Good." He gestured toward the huge opening behind her. "You do that?" he asked.

"I don't really know" Rebecca said. "I unlocked another room in the facility. When I came back through here, it was already open."

"Okay. Before we go in, is there anything else we need up here?"

Rebecca nodded. "There's a room, upstairs, that I didn't search. It's full of these bug things, which seem to be bulletproof."

Billy hefted the shotgun. "We'll just have to see about that. What else?"

"There's another room upstairs. It looks like some sort of office. I think there's some sort of lock inside, but I can't open it by myself."

Billy nodded. "Upstairs. Let's get to it."

Umbrella Management Training Facility

Library

(Enter REBECCA CHAMBERS)

They entered the study the same way a special forces team might have breached the room. Rebecca swung the ladder out of the way, while Billy kicked the door down, then stepped through, shotgun at the ready.

One of the crawlers hissed at him.

"Ohhh, scary" he said. "Try this one!"

The blast from the 12-gauge made the crawler cry out again, but with a much different note. It flipped over onto its back, its legs twitching in the air as it tried to right itself. Rebecca walked over and shot it in the head with her Samurai Edge.

"That wasn't so bad" Billy started to say.

"Watch out!" she shouted, pointing at the crawler on the wall, above the door they had come through. It was in the perfect ambush position.

Billy spun around, raised the shotgun, and fired. The giant insect shrieked in pain, and fell from its perch. Billy raised his foot and stomped its head into a pulp.

"Thanks for the heads up" he said.

"Gotta pull my weight somehow" Rebecca replied.

Billy gave her a pained look. "I didn't mean that, what I said earlier. I just…I didn't want you to try and keep me here."

"It wouldn't have made any difference. You were going to leave no matter what I did." Rebecca still couldn't help feeling a little hurt. "You didn't have to say those things."

"I know. I was just…I'm sorry, okay?"

Rebecca shook her head. "No, but it's a start. Let's just get this over with."

Billy looked like he wanted to say something more, but then apparently thought better of it.

They went through the room, searching for anything of value. Rebecca found three boxes of 9mm rounds, which she decided to keep. The put them in her pocket, where her fingers brushed up against the shotgun shells she'd found earlier.

"Hey Billy" she said, holding them in her hand. "I found these earlier. They're twelve gauge. They should work with your shotgun."

Billy smiled. "Thanks" he said as he took them. "It's a good thing you found these. I was almost out."

Rebecca didn't say anything. She just went back to searching one of the bookcases. There had to be _something_ here…

"Check this out!" Billy said.

Rebecca turned to face him. "What is that?"

Billy hefted the large weapon and smiled. It looked like a revolver, with a grip in front and back. It also looked heavy. Billy broke the weapon open and loaded in several large, metal shells. "This," he said, "is a grenade launcher." He bent down and stripped the web gear off of one of the bodies. "Sorry pal, but my needs are greater than yours."

He wore the web gear Pancho Villa style, like a bandolier, and loaded more grenades into the pockets. He tightened the belt, then fit the shotgun across his back.

"A grenade launcher?"

"That's right" said Billy, who was still rummaging through one of the bodies. "Want these?" he asked, holding up a pair of MP5 magazines.

Rebecca took them. "A _grenade launcher._ Why do we need a grenade launcher?"

Billy shrugged. "Would you rather have it, and not need it, or need it and not have it?"

Rebecca thought about that for a minute. "You think we'll need it?"

"I don't know one way or the other" replied Billy candidly. "Either way, I'll carry it." He rolled his shoulders. "Things are getting a little heavy around here." He walked toward the door. "Let's go" he said.

They headed back through the library, through the other hallway, and into the office.

Billy looked at the chess board in the center of the room. "That's something you don't find every day." He looked over at Rebecca. "Fancy a game?"

"You play?" Rebecca asked, genuinely surprised.

Maybe she had too much surprise in her voice. Billy made a face. "I'm not some knuckle dragging idiot. I _do_ have a brain."

"Sorry" Rebecca said. "You just…don't seem like the chess type, that's all."

Billy shrugged. "It's okay. There's just more to me than meets the eye, that's all."

"Are you a Transformer?" Rebecca couldn't resist asking.

Billy gave her a blank look. "Am I a what?"

"Never mind."

"Anyway, there's a lot more of me than what people first notice." He paused. "Would you believe, for example, that I can play the piano?"

"Really?" Rebecca asked. "Me too!"

Billy grinned. "Maybe we can play some time."

"I doubt we'll find a piano anywhere in here" Rebecca answered.

Billy gestured to the giant chessboard.

"Oh. Right."

Billy stepped onto the board. "So, what makes you think there's a-oh, I see. The floor tiles are spring loaded."

"Exactly" said Rebecca, nodding. "There's a chess board with identical pieces on the desk. I think that you're supposed to move the big pieces so that they match the little ones. Trouble is, these things are too heavy for me to shift."

Billy looked at her. "Shouldn't be too big a deal. All the same, though, I don't know what you're looking for. Unless there's a magnum or something inside that desk, I don't see what we could use."

"I'm hoping that there's something incriminating inside" Rebecca said.

"Incriminating?" Billy repeated. "When I said that it might be a good idea to investigate, I didn't think you were gonna take me seriously. In case you haven't noticed, we're kinda in a life or death situation. Why not worry more about living and less about building a legal case."

"Mat Dawson was one of my best friends" Rebecca said. Billy gave her a blank look. He started to say something, but she cut him off. "Edward Dewey was a good guy, too, and also my friend. And Umbrella helped murder them. They made these monsters." She paused. "And I'm going to make sure these…_bastards_ burn for it."

Billy's eyes widened. He'd probably not noticed that she rarely swore until she did. "You're…serious" he said finally. "You want to bring these people down."

Rebecca nodded. "That's right. And if you help me, I'll let you go. Sound like a deal?"

Billy didn't answer. He stepped toward the desk, and looked it over for a minute. Then he stepped back onto the board, and began to shove the pieces around.

"Billy, what are you doing?"

He kept ignoring her, sliding the pieces around until they clicked. "Each one seems to have a specific weight" he announced. "Put them all in the right places, and-"

There was a click from beneath the floor. On the desk, the chessboard slid aside, revealing a small niche in the wood. Billy stepped forward and took something out. He handed it to Rebecca.

"Officer" he said formally. "I'm not sure it's all you need, but this should be a good start."

Rebecca stared at the book for a moment. "Thank you" she whispered finally.

Her eyes continued to run over the book's worn leather cover, the scuffed and blunted edges. And the faded gold lettering in the center.

OPERATIONAL RECORDS  
JAMES MARCUS

Six minutes later…

They took a few minutes to get back to the main hall. Rebecca continued to thumb through the book.

"Now I know why he had this hidden" she told Billy as they walked. "It's an insurance policy. It names names and talks al about Umbrella's dark deeds. There are entries here that are older than I am." She looked over at Billy. "We may need more to be sure, but this certainly looks promising."

Billy smiled. "Glad you liked it" he said. He gestured toward the abyss before them. "Shall we?"

"Why not?" replied Rebecca.

Together, they stepped into the unknown.

**Okay folks, here's chapter 2-5. I hope to finish up Part 2 by the end of the week.**

** Anyway, we've been over this before. Review, if you'd be so kind. We're all people of strong opinions, and most of us want to share them. Here's your chance. Constructive criticism is always appreciated.**

** Thanks to Natureboy3 for proofreading work, once again. Thanks to him and Jammer69er for reviews. **

** Stay frosty,**

** -Godzillafan93**


	13. Sepulcher

Chapter 2-6

Sepulcher

Abernathy Family Cemetery

(Enter MAT DAWSON)

For Mat, a cemetery was the last place he wanted to be during a zombie outbreak. It just seemed like a bad idea to him.

He said as much to the others. They just laughed.

"Rest easy, Dawson" said JD. "Things don't work like that around here. The dead stay dead, or at least these will."

"How do you know?"

"Cuz the virus isn't in 'em" said Rain. "The only way someone can reanimate is if they come into contact with the virus. They won't just get up on their own. At least, not this side of the Second Coming."

Mat nodded. That made sense, or at least as much sense as everything else was making today. He looked around at the markers and mausoleums around him. "For such a crappy house, there sure are a bunch of these guys. Who were they?"

Kaplan answered that one. "They were one of the first white families to settle this far West. They were wealthy European blue bloods wanting to play royalty out here with the Indians. Trouble was, civilization caught up with them. If it weren't for the Company, this house wouldn't exist, either." He gestured around. "The Abernathy's were not the wealthiest family around here, but they owned most of the area's land. When your city sprung up, they owned most of it, and most of the ground you could log or hunt on."

"That explains the name" said Mat thoughtfully. He'd always wondered, when he first gotten on with the RPD, why their town had such a stupid name. It had always seemed like it would be in bad taste for him to ask. Now he knew.

"Anyway, the Abernathy's ended up incurring massive debt. The Company came along, and bought up most of their holdings in the area. The Abernathy's got to keep their ancestral halls, so long as the Company could make use of it whenever that struck their fancy."

"Hard to say who got the better end of the deal" Mat commented. "How long ago was this?"

"That would have been about 1920ish" Kaplan said. "Right after that, the original estate burned down. The Company helped rebuild it. The Abernathy's have been loyal ever since."

"If they're so loyal, where are they now? I didn't see anyone inside the house. It didn't look like anyone had been there for some time. What happened to them?"

"They died out, about thirty years ago. There was a child, Irma Abernathy. She died young, and her parents couldn't cope with it. They didn't last much longer." He shrugged. "I guess the grief was too much to bear." He paused. "There was an older child, a boy. Arthur. We never did figure out what became of him. For all we know, he wondered off into the Forest and never came back."

"That's…" Mat searched for a word. "Depressing."

"Tell me about it" said JD. "Especially after the third time you hear it."

"Oh, come on" said Chad. "I find that one can never know too much about their surroundings. The slightest detail may prove to be most important later on."

"How do you know so much about them?"

"I was one of the technicians who designed the Hive. In my off hours, I read up on the family whose house we were using." He looked up ahead. "Looks like we're here."

The Sepulcher was a large stone box, with a single heavy slab door in the front, with steps leading down to it.

Chad stepped forward. "Now, if you'll give me a moment…"

Then the Sepulcher exploded.

Abernathy Family Cemetery

(Enter RAIN OCAMPO)

A brief stint as a Company guard in Israel had taught Rain all sorts of things, which came out when she least expected them. When the Mausoleum exploded, she threw herself down, knocking Kaplan off his feet before a piece of flying debris took off his stupid head.

She was back on her feet before the dust had even finished settling, looking over her team. Without even realizing it, she included Dawson in that number. When nobody appeared to be injured, she whirled on Kaplan, who was staggering to his feet.

"What the fuck just happened?" she demanded.

The techie looked shaken. "I have no idea. The briefing I got on the Hive's security didn't say anything about explosives. It _did_ mention something called MANTICORE. I wonder, was that-?"

"Get down!" That was Dawson. Rain turned to see what he was shouting about, and almost didn't ever make another move again. The sharp barb flew through the air, missing her by a fraction of an inch. It whistled past, like some sort of huge dart, and embedded itself in a tombstone a few feet away.

"What the Hell-" began Alfonso, only to be cut off as more of the projectiles flew at them.

Rain dove for cover. She grabbed Kaplan almost as an after thought. With Vance dead, someone needed to baby-sit the technician. And it looked she was going to fit the bill, whether she liked it or not.

They crouched down behind another tombstone, this one wider and designed to encompass a husband and wife. Rain readied her MP5. She noticed with some respect that Kaplan was clicking the safety off his 8357.

"See anything?" she shouted.

"Not a Godda-" JD replied, only to be cut off in blaspheme by a roar that all but shook the ground.

"What was that?" Kaplan asked her, eyes wide.

She wasn't too sure herself. "Manticore?"

"I hope not" replied Kaplan. So far, they'd avoided any of the larger BOWs (the bear didn't count, since it was an accidental infection). Rain was perfectly willing to never see one. But what she wanted and what she got weren't often color coordinated.

"Jesus!" That sounded like Alfonso. It also sounded like Rain's hopes were sinking fast. "Look at the size of that thing!"

_That's not what she said to you._ The though randomly went through her head as she decided to follow Alfonso's advice and take a peek over the edge herself.

At first, she could only see the dust moving around from the huge crater in the ground where the Sepulcher had been. It took her a minute to realize that there was something moving around _inside_ the cloud.

"Oh crap" she said; nothing stronger came to mind.

"What is it?" Kaplan asked. Then he looked over and saw it, too. "Oh."

It was a monster, the kind of which Rain had a hard time God (or any god; she didn't feel like being picky) would have put on Earth deliberately. It was huge, nearly the size of an APC. And its body…

It had the head of some twisted man, with a full beard and a madness that danced in his eyes. Its body was that of an enormous lion, but in place of the lion's tail it had the stinger of a scorpion. But the Company hadn't been content to leave it at that. While a scorpion had one stinger, this one had what looked much more like a medieval torture device; a spine studded ball that hung over the abomination's body like an evil chandelier.

"This must be Manticore" Kaplan announced, a detached note in his voice. He was in shock, Rain knew.

She also knew she needed him with them. "Looks like" she said briskly. "Any ideas?"

Kaplan kept starring at the monster.

"Kaplan!"

"Wha-? Oh, right." Kaplan thought for a moment. The sounds of gunfire from the others (the familiar sounds of the two M4's and the different pitch of Dawson's P90 reaching their ears) brought him back to reality. "Gunfire won't do the trick" he said, something the others had also seemed to realize.

"Fuck!" shouted JD, reloading the carbine. Beside him, Olga and Alfonso fired at it, but the .32 rounds from her handgun didn't seem to be phasing the creature anymore than the 5.56 or 5.7's from Alfonso and Dawson.

"What _will_ kill it?"

Kaplan thought a little longer. "Maybe an explosion?"

That thought ran disturbingly close to what Rain herself had been thinking. She clapped Kaplan on the shoulder, then ran to where JD, Alfonso, and Olga had taken cover.

The Manticore noticed her, and swung its flail of a stinger at her, the tail hitting the dirt with a loud _thump!_ Rain stumbled and fell, regained her footing, and ducked as the monster destroyed a tombstone a few feet in front of her.

The thing cocked its stinger and hissed at her. Then it fired more of the barbs in her direction, the huge needles like being on the wrong end of a game of darts. At last, she was behind cover.

"What's the plan, Boss?" JD asked. Rain told him what Kaplan had said. He nodded. "Can't make things worse, can it?"

That was a bit more cynicism than Rain was interested in. All the same, it wasn't far off the mark.

She unclipped a grenade from her belt. Like many of the Company's weapons, it was a cast off Soviet bloc product, and informed her that it was a(n?) граната разртва. It also had a green marking on its casing, which confirmed that it was, in fact, a fragmentation grenade.

She stood up, pulled the pin, and held the spoon, searching for a target. None presented itself.

Then, suddenly, one did. The manticore reared up on its hind legs and roared at the night, a sound made up of pure rage. When it sat down, its eyes were focused. Focused on _her_.

"Rain? Rain, throw it!" JD was shouting. Rain didn't hear him. She was frozen in place. She'd seen some awful things in her time, but this…this was the worst.

The manticore arched back its stinger again, ready to impale her on the barbs, or maybe just to crush her under the weight.

Then, it wasn't. The monster recoiled in pain, shutting its eyes as round after round struck its left shoulder and flank.

"Hey you!" she heard someone shout, and dimly realized that it was Dawson. "Over here, asshole!"

He was backing up, firing bursts from the P90 into the manticore. The bullets didn't seem to be hurting the creature, so much as pissing it off. It turned its full attention toward the cop, stalking slowly toward him.

Away from her.

The minute its eyes left hers, Rain found that she could move again. She hurled the grenade in the direction of the creature with all her might.

It bounced on the broken stones of the cemetery, then rolled under the manticore's belly. Dawson saw the grenade, knew what it was, and wanted no part in it. He dodged over a tombstone, crouching low behind the cover.

The manticore was not so fortunate. It had just enough time to realize that something was wrong, when the grenade went off and tore its guts out. It let ouch a much more feeble scream and collapse, thrashed for a moment, and died.

They all stepped out from their cover.

"Nice throw" said JD, walking over to the monster and kicking its body. It didn't stir.

"He won't mess with us again" said Alfonso. Rain nodded. When she did so, she noticed his face looked pale, far too pale, in fact.

"You okay?"

He shrugged. "It's nothin'. I think I'm just comin' down with a cold or somethin'."

Rain accepted that answer. Alfonso was a pain in the ass, but he was a dependable one. He wouldn't make a big deal about whatever was wrong with him, unless it was serious, and if he didn't, he wouldn't let it get in the way of the mission.

She turned to Dawson. "Thanks for the save."

"Anytime" he replied. Then: "What happened, there? You sort of froze up."

"I-I don't know" Rain answered, truthfully. "It was like being a deer in the headlights, ya know? Like when it looked at me, I just froze up."

"Awwww" said JD. "Rain's in love!"

Rain gave him a look that did far more than words ever could have. JD was the only member of their team who could have gotten away with that sort of crack. It was odd that the guy with the best sense of humor on their team was the designated marksman, but there it was.

Kaplan stepped into the crater. "There are steps leading underground" he said. "I guess this was the Company's door guard."

Alfonso snorted. "I wonder how they planned to get you past it without killing the damn thing?"

Kaplan shrugged in a way only a bureaucrat could "Not my department." He gestured down the steps. "Now, who wants to see what is?"

Atrium

(Enter MAT DAWSON)

"Welcome to the Hive" Chad said, gesturing around the small room they stood in.

"I don't know" said JD. "I expected it to be, I dunno, _bigger_, or somethin'. More elaborate."

"This is just a workers' entrance" Chad replied. "A service access way. You should see the main entryway. It's really something."

"If this is the workers' door, I think I just found them." Mat turned with the others to see Olga shinning her flashlight on the ground. A sick feeling grew in the pit of his stomach.

The bodies were twisted in agony. Some sported perfect headshots, their faces contorted the way the infected on the train had been. Others had been torn apart, pure terror on their faces. Still others looked relaxed, at peace with the world. There were only a few of those.

Alfonso knelt down beside a body that belonged to the last group. He pulled a handgun from its dead grip, ejected the magazine, and grimaced. "Bastard didn't even leave us any ammo."

"There's a security armory on the middle tier" Chad told them, stepping toward a panel on the wall. He pushed a button, and was rewarded with a chime as one of the lab's elevators obeyed its summons. "Until we can get there, we'll have to make due with what we have. I hope we won't be in a position to run out."

"Yeah," said JD, gesturing to one of the devoured bodies, "I don't wanna end up like that guy."

"What do you think happened to them?" asked the medic.

Chad shrugged. "Sometimes the system gets jacked up. It happened one time when we first installed it, and everyone almost suffocated."

JD gave him a look. "These people didn't suffocate, buddy" he said.

"Yeah" said Rain. "It looks more like they got locked in here with some of the zombies."

Mat was still starring at the bodies. It took him a moment to realize someone was calling his name.

"Dawson!" Rain shouted, irritably. "You coming, or what?"

"Sorry" said Mat, stepping into the elevator with the others. One thought echoed through his mind as they rode down; one though as he brooded on the room full of corpses.

One thought, over and over.

_What have I gotten myself into?_

The scary part was, he was beginning to think he had a pretty good idea. And now he had to decide whether he wanted to resist it, or help the people responsible for this nightmare get away with it.

**END OF CHAPTER 2**

** Okay, Chapter 2 is finished, just like I promised. I plan to start on Chapter 3 soon. I can't update as fast as I would like, because school starts week after next. I hope I can have most of it done by then, but we'll see.**

** Shout-out time! Thanks to Natureboy3 for proofing. He's a cool guy. You should definitely read some of his stuff. Thanks to him, as well as Rebecca is **_**Not**_** Amused for sticking with the story, and for reviews (people, don't make me beg for 'em). Thanks to Naturebo3, patriotfire, Jammer69er (another reviewer), and Metal-licious Mayhem for reading and favoriting the story. It means a lot!**

** Thanks everybody,**

** -Godzillafan93**


	14. Territorial

Chapter 3-1

Territorial

Arklay Forest

STARS Bravo Crash Site

(Enter KEVIN DOOLEY)

He'd taken off his helmet. Terminator jokes aside (he'd always been told that, with the headgear's tinted visor, he looked just like Robert Patrick from _T2_), the thing was less than useless in the dark. He'd also pulled the Samurai Edge out of its holster and set it on the pilot's seat of the chopper, where it was unlikely to get caught on anything while he worked.

He was underneath the radio console in the chopper's cockpit, trying to reconnect the wires that he still was certain had been deliberately cut. He still wasn't sure why, but it was beginning to look increasingly like someone had intended to maroon them out here.

It didn't really matter why, he decided. He could worry about motives later; right now he just needed to get the chopper's radio up and running.

He was so engrossed in his work that he didn't notice someone was coming toward him until he heard the clang of someone hitting the metal floor of the chopper.

"Hello?" he called out, trying to peer over the edge of the console. Failing that, he climbed out from inside the console and to his feet. He looked around curiously; there was no one in sight.

"Hello?" he called again, stepping to the edge of the chopper. "Is someone out there?"

No answer. Kevin started to go back to work, when someone grabbed his ankle.

"Ah!" he exclaimed as his feet were yanked out from under him, causing him to fall hard to the deck plate of the chopper. Whatever had grabbed him began to pull, trying to drag him out of the helicopter and onto the ground.

That struck Kevin as a very, very bad idea, and so he grabbed hold of the open radio console. With his free leg, he kicked out, trying to find his mysterious assailant. He felt his foot connect with something tough, and pushed with all his might. The hand holding his ankle released, and Kevin scrambled back into the chopper.

He immediately picked up the Samurai Edge, clicking the safety off the handgun as he did so.

"Alright, hands up!" he shouted, heading back to the open deployment door of the chopper. "C'mon, no point in hiding."

He was a few feet back from the door when the man suddenly appeared. He wore the clothing of a soldier, with white patches that read MP on his blouse and the arm bands he wore over both sleeves. But his uniform was spotted and muddied, his skin slick with some sort of viscous substance that Kevin didn't recognize.

The MP banged on the deck plates of the chopper, grasping his hands frantically as he tried to reach Kevin, his mouth opening and closing eagerly, a low moan coming from his throat. Kevin managed to trip over himself and went sprawling to the deck, surprised.

"Okay buddy, back up there" he said, mastering himself. He sincerely wished the soldier would master _himself_, the guy was really giving him the creeps.

He took a step closer. "I'm gonna come over to you and take a look, figure out what your problem is. Sound okay?" The man calmed down some, his arms slackening on the deck plates. Kevin took an uneasy step forward, Samurai Edge in hand. Then another, and another.

All the time, the man watched him coldly, calculatingly. It unnerved Kevin, but all the same he figured that, after all, he had the gun. This guy wouldn't try anything stupid, right?

He was bent down next to the soldier, taking a look at a rather nasty gash in the other man's left shoulder. Then, his found himself out of the chopper entirely, lying on his back in the wet grass, the soldier leaning over him, panting and groaning loudly.

"What the dev-" Kevin began, when the man hunched over him. Then the man took a big bite out of the side of Kevin's throat, and he didn't do anything more than scream.

His finger tightened reflexively on the handgun's trigger. His first six shots went nowhere. Then he brought the small arm to bear on the man's gut, and fired off the rest of the magazine. Finally, the man slackened and let go. Kevin weakly shoved the crazed soldier's body over, and staggered to his feet, his head spinning.

He climbed back into the chopper, stumbling his way to the radio, his left hand already slick with blood from the neck wound that wouldn't stop spraying.

He weakly hit the TRANSMIT key, fumbling for the microphone as he did so. "Hello? Is _anyone_ out there? This is STARS Bravo officer Kevin Dooley, calling to request immediate medical aid! Is anyone there?"

He heard a burst of incomprehensible static. "Say again?"

The transmission came through again, and Kevin realized what it was. His blood (or at least as much as was still inside his body) ran cold. Someone, somewhere, had heard his cry for help. Heard it, and laughed.

A hand came to rest on his shoulder. A cold hand. A hand too cold to belong to anything found in this life. Kevin turned to look at the figure standing over him: the slimy skin, the torn and bloodied uniform marred further by several bullet holes, the blood dripping from the open mouth. As the soldier bore down on him, mouth wide to engorge itself on his body, Kevin starred in horror at the eyes. No living thing could match that soulless gaze.

"Impossible" he said, his last word. The only other sounds he'd ever make in this life were screams.

Catacombs

Umbrella Management Training Facility

(Enter BILLY COEN)

The tunnels were too dark to see inside, so they worked out a system. Billy walked in front, slightly to the left, the shotgun at the ready. Rebecca followed closely behind, the Samurai Edge out, its flashlight clicked on, illuminating the way.

Ahead, something moved in the darkness. Billy had the shotgun up and had pulled the trigger before Rebecca had even moved the flashlight. There was an inhuman cry from farther ahead, and the sound of something thrashing about for a moment, then silence.

Rebecca shot him a look. "You know," she said, "perhaps shooting first and asking questions later isn't such a wise idea?"

"Nah," said Billy. "The way today's been going, it may not only be a good idea; it may be the best."

Rebecca rolled her eyes. "You're hopeless."

Billy grinned. "Sure hope so."

They kept going. Billy pointed to the demolished form of the giant spider on the ground when they passed it.

"So you were right once" said Rebecca. "Don't let it go to your head, okay?"

Billy snorted.

Further ahead they came to a sharp turn in the tunnel. Up until now, it has also gradually sloped down. Now it flattened out.

"I think we've reached the bottom" Billy said. "Or at least, the bottom of this floor."

"Yeah" agreed Rebecca. "Now the trick is gonna be finding our way back up on the other side." She unfolded a map she had taken from the library upstairs. "This area isn't on the map. I don't know where we're going."

"They probably didn't want any of the trainees down here" Billy said. "Just look for any paths that seem to come out of nowhere, doors that don't have any reason to exist. They won't tell us where we are now, but they might give us a pretty good idea of where we'll come out."

"Alright" said Rebecca.

They stayed at the break off for a few minutes, while Rebecca puzzled out where they needed to go next. "Okay, I think I have it" she said at last.

"Great" said Billy. "Let's see."

Rebecca pointed to a door on the map. "This one is marked UNDERGROUND ACCESS on the key. It's also the closest I can see to the outside" she added, pointing to another door, this one marked COURTYARD. "Once we get up there, we'll have no trouble at all finding our way out."

"That's good" said Billy. "Now, for the important part: have you figured out where we are?"

Rebecca nodded. "This door here," she tapped one marked MARCUS, "has to be the one behind the portrait. That since we've been going straight all this time, that puts us anywhere along this line here" she added, tracing a line from the door. "Now, I guess that this turn in the hallway will take us to a door that will, in turn, lead us to this exit here" she said, tapping the UNDERGROUND ACCESS door.

"Sounds good" said Billy. "Let's go."

Later

Billy was finding that life was rarely as simple as it seemed.

They had found the door they were looking for, easily enough. SURFACE ACCESS it said, in large, bold capital letters.

Unfortunately, it was also locked. In fact, it seemed to be too heavy to move on its own.

"What gives?" he said irritably. _Damn it, this was supposed to be _easy.

Rebecca brushed some of the dust off of a smaller sign on the door. "Electronic door" she read. "In case of power failure, this door will become automatically locked. All personnel are directed to the other SURFACE ACCESS door, located at the far end of the tunnel." She paused. "That must mean the one we came in through."

"That's wonderful" said Billy. "Does it say how to turn the power back on?"

Rebecca shook her head. "No, but I recommend that we search the other room just in case. Since there was power upstairs, most likely the breaker box down here has blown. If we can fix that-"

"Then this door will open" finished Billy. "I like it. I just hope it's as easy as it sounds."

There had been only one other door in the hallway they'd entered through. Rebecca pushed it open while Billy darted inside, scanning the room with his shotgun.

"Looks clear" he said. "Bit dark, though."

Rebecca stepped in, shinning her rail mounted flashlight as she did so. "Ugh, this place is disgusting" she muttered.

"This place is abandoned" replied Billy. "I imagine it didn't look like this when they were using it every day." He gave the room a cursory glance. "All the same, I'd just as soon get out of here as you."

The room was disgusting. There was mold growing on the walls, mold and dark brown stains that Billy would just as soon not think about the origins of. The door they had come through had hinges that had almost rusted through. There were dark water stains on the ceiling, though Billy wasn't even sure where they had come from. The ceiling was solid concrete, though it had cracked in several places. There was a general feeling of disrepair inside.

"I found the door" Rebecca called out.

Billy stepped over to her. "Okay, let's get this done."

"We have a problem" Rebecca said, pointing to a small sign underneath GENERATOR ROOM. It said:

IN CASE OF POWER OUTAGE, THIS DOOR WILL

AUTOMATICALLY LOCK DOWN

PLEASE RESTORE POWER MANUALLY OR

USE SPECIAL MAINTENANCE KEY TO OPEN

Billy looked at Rebecca in disgust. "What's the point of that? The door to the circuit breaker locks when the power goes out? Then how the Hell are we supposed to turn it back on?"

"It said something about a special key" Rebecca said.

Billy shook his head. "No, I'm tired of playing 'Find the Key in the Fucked-up Training Center.' I've had enough of this crap." He tried to yank the door open, but it was metal like the other, and impossible to open. He raised the shotgun, but Rebecca forced it down.

"Hang on a minute" she said. "Before you start blowing things up, let's think this through for a minute. If you shoot the knob off the door, we'll just have a handle-less slab of metal to get through. I don't think that will do us any good."

"Well, if you have a better idea-"

Rebecca nodded. "I do." She pointed to a small hole in the wall, about seven feet off the floor. "If you gave me a boost, I could probably fit through there."

"Are you sure that's a good idea?" Billy asked. "We don't know what's on the other side. If it's more of those things-"

"I'll be fine" she replied. "Besides, we don't have a whole lot of choice, do we?"

"Fine" said Billy. "Just be careful." He stepped over to just beneath the hole, then crouched down, hands laced together.

"Of course I'll be careful" said Rebecca casually. "I always am."

Control Room

Umbrella Laboratory

(Enter TIMOTHY CAIN)

"Timothy, what is this STARS?"

Cain looked over. James was starring at a monitor. On it, a young woman was climbing out of what looked like an air duct.

"Where is that?" he asked.

"The tunnels underneath the UMTC" James replied off handedly. "Now, what is STARS?"

Timothy wracked his brain for a moment. Ever since waking up on board the _Ecliptic Express_, he had found that he thought much slower than he had in the past. "I'm not sure" he said finally. "I'm not a local, but I would hazard a guess that they are some sort of PD off shot." He studied the girl for a moment. "Yes, she definitely looks like some sort of Special Forces operative. Her gear looks like what you'd expect to find in an SRT officer." He paused. "But the symbol on her back, that's-"

"A medic, I know."

"Why would a lone medic be wondering around underneath UMTC?" Cain wondered aloud.

"Is it possible that this STARS is somehow related to the Company?" James asked.

Timothy shook his head. "Not likely. The Company's Special Forces are the UBCS, and they don't look anything like this girl. And UBCS medics don't have the Red Cross on their uniforms. That's the international symbol for non-combatant, and in most of the places the UBCS operates, that icon is a giant bull's-eye. No, I imagine that she's from one of the local or state level police forces, possibly the Raccoon City Police Department."

James nodded. "It's a shame. If she were with the Company, she might have proven useful." He shrugged. "I guess it's just one of those things."

James stretched out his arms.

"What are you doing?"

James looked over his shoulder at Cain. "Those rooms already belong to someone else." He paused and smiled predatorily. "And I am _very_ territorial."

"Hold on" said Timothy. "She's a non-combatant, and she's a cop. She's not with the Company. Why kill her?"

"For the same reason I killed the police officer in the helicopter" answered James, and Timothy grimaced involuntarily. Through the strange bulge in his throat (what James kept calling the Alpha, capital _A_), he had felt the dead MP as it consumed the luckless mechanic. "They don't belong here" James explained. "This is my show, my hour. And they seek to get in the way."

"But-"

James shook his head. "No, you will not dissuade me. This girl, and the man she's with, is a thorn in my side. Along with a third male, they helped to destroy the _Ecliptic Express_. I'll settle for this…" he paused for a minute, as if looking for something inside his head, "Dawson, at a later time. But for now, Chambers and…Coen, his name is; they will soon cease to be of concern."

He threw back his head. "Open the cages, and let the hungry feed!"

Underground Circuit Breaker

(Enter REBECCA CHAMBERS)

Rebecca twisted around in the duct, so that she'd land feet first. Then she launched herself out onto the floor of the room.

The first thing to hit her was the smell, the smell of unwashed bodies, human and animal waste, and something else she couldn't quite place. Then it hit her. She was smelling fear, that most primal of human emotions.

"Everything okay?"

Rebecca looked over at the duct. "I made it" she called out. She looked around the room again for a moment. "And I think I found the breaker box."

While her flashlight was playing across the room, it illuminated dimly several large, metal cages in the back. Rebecca had no idea why they were there, and decided they didn't concern her. As soon as she got the power on, she could leave.

The flashlight's beam had caused that darting movement she thought she'd seen inside the cage. So she told herself, anyway.

She stepped toward the breaker box, shinning the flashlight inside. "Strange" she muttered. She'd been afraid she'd find a blown fuse or something of the like, a problem she couldn't fix. But the only thing that seemed to be wrong here was a single disconnected wire. Rebecca shrugged and plugged it back in. She didn't see any reason to question Providence.

There was a loud whir as somewhere up above her, the generator restored power to the underground. A half second later, the lights came back on. She heard a click from the door to her right; the sound of the lock disengaging.

Rebecca stepped toward the crawlspace. "Okay," she began, "it's-What?"

She had heard a new sound. The sound of rusted metal doors as they sprang open. She spun around, starring into the back of the room. The light fixtures were old, and didn't illuminate much. She could just make out the cages in the back.

"Rebecca? Rebecca, are you okay? What's going on?"

Rebecca didn't answer at first. She took a step toward the darkness.

"Rebecca? Rebecca!" She heard him fighting with the door. "Rebecca, the door's jammed. What's going on?"

"I don't know" she began. "There's somethi-"

A small, dark shape leapt out of the blackness of the cages with a feral cry. Rebecca let out one of her own, one of surprised terror. She fired two shots from the Samurai Edge, then felt the thing slam into her. It scrambled onto her back, claws scratching through her thin uniform blouse and into her skin. She felt blood begin to flow from several wounds.

She rolled to the left, managing to dislodge the creature. It darted away, then turned to face her, howling in a bizarre, high pitched screech that made Rebecca's ears hurt. She thought she distantly recognized the sound. Then the thing darted into the light, and Rebecca knew what it was.

It had begun life as a baboon, but then Umbrella had taken it, twisted it, tortured it, and made it into something only capable of blind rage. It had gray fur that was soiled and filthy, bits clinging together from various pieces of excrement. There were bulges on its arms, were its enlarged biceps had actually broken through the skin and exposed themselves, pink and veiny. It bared huge, sharp teeth at her, from a mouth wide open above red rimmed eyes that glared at her with animalistic fury.

Rebecca stood shakily to her feet. She knew she'd need to keep from making any sudden moves, or else the baboon would strike again. Her shoulders ached from the scratches, and she knew she'd need to disinfect them soon, or risk getting whatever germs the monster was carrying around on its filthy claws.

The MP5 was still on her back. If she moved slowly, she might be able to…

"Rebecca!" she heard Billy shout. "I'm going to shoot open the door! Stand back!"

"Wait-" she began. She heard the sound of the shotgun firing, then saw the door spring open out of the corner of her eye.

Most of her attention was focused on the monster, though, as it lunged forward again with a shrill scream.

She felt the baboon collide with her. But she felt something else, through the soles of her shoes.

The floor beneath her was loose, and the combined weight of herself and the monster was too much for it to bear. With a rending crash, it gave way, dropping both Rebecca and the baboon onto the floor below. Onto, and then through it.

"Rebecca!" she heard Billy scream, but only barely over her own wordless scream of terror.

**Alright folks, that's chapter 3-1. We're about halfway done. Sadly, this was as far as I got in the written draft, so things may take a little longer from now on. Also, I start my Senior year Tuesday, which will be plenty hectic.**

** Anyway, thanks to all those who have read **_**Into the Night**_** so far. I'd especially like Natureboy3, who has proofread most of the story. Further, kudos go to him and Rebecca Is **_**Not**_** Amused, who have been reading this since I started putting it up. You guys are awesome! Thanks also to those who have since started reading. Knowing that someone likes this story helps keep me going.**

** Anyway, read, review, subscribe. We've been over this turf before. **

** Thank you so much for reading!  
-Godzillafan93**


	15. The Hive

Chapter 3-2

The Hive

The Hive

(Enter MAT DAWSON)

The elevator came to an abrupt stop.

"Alright people, secure the perimeter!" said Rain, pulling the charging handle on her MP5 as she stepped out. The rest of the commandos followed suit, Mat only a step behind.

They fanned out; weapons trained in every direction other than towards the elevator.

"Clear!" shouted JD, using the flashlight mounted on his M4 to see down a darkened corridor to the right.

"Clear!" shouted Alfonso, aiming down a corridor on the other side.

"Clear!" shouted Olga, vaulting over a welcome counter and checking behind it. "Oh man. Boss, you're gonna want to take a look at this."

The others hurried over to where the medic stood, starring down at the floor, at something hidden behind the counter.

Rain muttered something fiery. "Great" she muttered. "Olga, cause of death?"

The Russian bent down behind the counter, hidden from view. Mat continued to listen to their conversation with half an ear, the rest of his attention focused on something else.

"Hard to say after all this time, but it looks like a gunshot wound to the back of the head" Olga said after a moment. "But why would someone shoot her? She doesn't look infected."

"I don't know" said Rain. "But I plan to find out." She gestured to Chad. "You, take Dawson and go find a-Dawson, what're you starring at?"

It took Mat a minute to recognize his name being called, and a few seconds longer to respond.

On the wall before him was the symbol, the same one he'd seen on the jamming device. The red and white polygon. But now, it was alone; no crossed swords before it. And beneath it, was a single word.

"Umbrella" he mouthed quietly. All of the pieces fell into place. The train must have been an Umbrella corporate transport. The diary Coen found had been written by an Umbrella employee. Someone sent to clean up this mess. And now Mat was in the middle of the Hive, a laboratory hidden deep underground. There was only one conclusion he could reach.

"Dawson! You with us?"

"Oh, sorry." Before, he might have said something mildly sarcastic, like "I'm certainly not against you." Not now. Now he wasn't so sure he wasn't.

"You and Kaplan need to go find a terminal. See if you can interface with the RED QUEEN, or barring that, get us a map where we can go have a face to face with her."

Mat nodded. "Alright."

Rain turned to the others. "Alfonso, you don't look so good."

Alfonso shook his head. "'m okay." He made himself a liar a second later, collapsing against the counter.

"Shit!" exclaimed Olga, rushing forward. She pressed her hand up against his sweaty forehead. "You're…you're _cold_." She said after a moment. "How did _that_ happen?" She turned to Rain. "I need to get him to an infirmary stat!"

Rain nodded. "Change of plans. Kaplan, you and Dawson need to get a hold of a map and find the Hive's medical facilities." She turned to JD and Olga. "You two, go with them. I'll stay here with Alfonso."

"Yes, ma'am!" Mat found himself chorusing along with the rest of them.

They headed down the dark corridor on the left, Mat in the lead with the flashlight mounted on his P90, then Chad, then Olga, with JD bringing up the rear.

They had been going for about ten minutes when Chad let out an excited cry. "Here, this will work!" he shouted, dashing over to a darkened computer terminal in the wall. He began to tap commands on the small keyboard next to the screen, which lit up.

"Alice still won't talk to me" he explained. "But if I can get into one of the RED QUEEN's secondary systems, I can find a map." He tapped a few more commands. "There, that ought to-"

A small strobe light on the wall above them began to flash, joined by several more, which cast eerie shadows on the walls and ceiling of the hallway. A low siren began to run as well.

There was a loud rumbling from the ceiling. Mat instinctively stepped to the right, toward Chad. A second later, a large metal wall slammed into place, where he had just been standing. Several more dull thumps from behind them indicated that more had fallen into place.

"What the fuck, Chad?" JD shouted over the radio. "What did you just do?"

Chad shook his head in something that was half astonishment, half amusement. "She's getting smarter" he said.

"Who? What are you talking about?"

"The RED QUEEN" said Chad. "She must've convinced the Hive there was a fire. All the firewalls have been deployed. We'll have to find a way around them if we want to find the infirmary." He paused. "You two okay over there, JD?"

"Yeah, we're good. Me and Olga are stuck, though. There are walls on either side of us. Rain, how about you?"

"We're still in the lobby" said Rain over the radio. "You guys need to hurry, though. Alfonso's not looking so good."

Chad nodded. "Okay, Dawson, it looks like it's just you and me."

"Which way?" Mat asked, looking at the three hallways that branched out in front of them, each completely dark.

"I believe we need to go this way" said Chad, pointing to the left. "As I recall, there's an all clear switch down here, which will let us retract the firewalls. That will make things faster, don't you think?"

Mat nodded. "I'll follow your lead."

They had only gone a short way before Chad stopped again, in front of a closed door with heavy, tinted glass. "Here we are" he said, pressing a button next to it. "That wasn't so bad" he added, as the door hissed open.

Then the zombies who had been trapped inside came pouring out at them.

Inside Firewall

The Hive

(Enter OLGA DANILOVA)

JD let out an explosive sigh of disgust. "Now what?" he half asked, half demanded.

Olga shook her head. "Hell if I know. I guess we just wait here until-"

The sudden bark of gunfire brought her up short.

She and JD exchanged worried glances. The gunfire was coming from directly in front of them, on the other side of the firewall.

Where Kaplan and Dawson were.

JD tried his radio. "Chad? Mat? Come in! What's going on over there? Over."

There was no answer, aside from the continued gunfire.

"JD, what's going on up there?" came Rain's voice over the radio a moment later, concern in her voice. "Who's shooting?"

"I don't know for sure" said JD. "But from the sounds, I'd say it's Chad and Mat. They must have run into some zombies."

"Most likely" agreed Rain. "Can you get to them?"

"Negative, boss, there's no way through this stupid wall" said JD. He looked around for a moment. "I don't think so."

Olga, meanwhile, felt her way along the walls of their small prison. She tapped the oddly indented white panels, which glowed in the half light from the strobes. When one made the sound she was looking for, she motioned to JD.

"What is it?" he asked. She tapped the panel again. "Never mind boss, we made have found a way out after all."

Olga drew her Walther. The PPK was a small, pocket semi-automatic .32 caliber handgun. It was great for concealed carry, but ammo was more difficult to find than the rest of the squad's 9mm weapons. Nonetheless, it was the gun Olga was most comfortable with, and it was more than enough to smash a hole in the thin wall.

JD raised his foot and kicked a larger hole in the wall, then shined his flashlight into the dark room adjacent to them.

"We're through" he said into the radio. When Rain didn't answer, he just put it away. He'd let her know if they made any progress.

They broke open the wall further, exposing the room beyond. From the thin glow of JD's flashlight, Olga had seen that they were inside some sort of office. Stepping inside, she felt stiff carpet beneath her boots. She moved forward, out of the way, so that JD could enter. Then they surveyed the room.

It was an office, the office of one DANIEL GREENE, according to the tag on the desk, who was the director of R&D, HIVE RESEARCH CENTER. _The big boss_ Olga realized.

Daniel Greene, however, was nowhere to be seen. The office was empty, though it looked like Greene had been in the Hive when it had hit the fan. Hanging on a peg by the door was a pristine white lab coat, next to a heavy rain coat and a blue umbrella. Olga stepped toward the coat, reached her hand into a pocket, and returned with a small piece of plastic.

"What did you find?" JD asked, stepping toward her, using his torchlight rather than the rail light on his M4 to see what Olga had in her hand.

"Card key" she replied. "According to this, it grants access to all level BLUE facilities. It might come in handy, if we run into any locked doors."

JD nodded. "Yeah. Now, let's move out. We need to either find Chad and Mat, or find some other way to the infirmary."

They stepped out into the darkened hallway through the office's main door. The sudden stillness descended on them like a heavy blanket.

"They aren't here" said Olga, looking around.

"No" replied JD. "There most be another firewall between us and them. We'll have to keep looking."

Without any further words, they headed deeper into the Hive.

Lobby

The Hive

(Enter RAIN OCAMPO)

Alfonso wasn't looking so good. He had closed his eyes, and had stopped responding to her about three minutes ago. He was just lying on the floor, his back up against the counter they had examined when they'd entered the Hive, and hadn't said a word since his collapse, aside from a few half hearted grunts that could have meant anything.

Rain felt his forehead. It was still ice cold, and still slick with sweat. She was struck by nothing more than a glass of ice water left out on a hot day; cold to the touch, but covered in condensation.

He was still breathing, but Rain wasn't sure how long that would go on for. She didn't want to be a pessimist, but she _did_ want to be realistic. With the firewalls mysteriously deployed, there was very little chance that the others would find the infirmary before it was too late. And even if they did, would it make any difference? Alfonso has succumbed to whatever was wrong with him so quickly, she doubted anything could be done for him.

She still wasn't sure what had happened. The briefing materials she'd seen prior to leaving Detroit had been less than helpful. They had been worded, in vague bureaucratese, so that whatever the writer had been intending to get across had been lost in the plethora of useless words. Rain knew that whoever had drafted the orders, he hadn't been a soldier. A soldier would have told her exactly what she needed to know, and nothing more or less.

Major Cain had informed her and One that there would be more intensive briefing materials available for them once they got closer to the objective, but with Cain almost certainly dead and One off God only knew where, she had no idea how to lead her team. Even the basic headshot technique that was the only way to put down one of the infected had been something she'd only learned through trial and error, figuring it out only just in time to save her own life, but too late to protect any of the other passengers on the train.

She still hated herself for that. The _Ecliptic Express_ had been a soft target, one of the places where the Company was most vulnerable. Security was normally handled by only a pair of officers, neither of whom carried weapons, which had been located in a concealed compartment in the engine. The presence of Rain and her team had been unusual, and even still, they had only barely managed to escape with their lives, Vance Drew lacking even that. Dawson claimed to have found an infected Drew in the forest, but Rain wasn't convinced.

She'd learned how the virus, whatever it was, had spread, by watching what had happened to her fellow passengers. Everything else had been mere guesswork, though she was pretty sure she knew what her team was doing in the area. They were to open the Hive, purge the infected, and reclaim the facility. Or die trying, which, after their run in with the Manticore creature outside, seemed to be a probable outcome.

Rain went around the counter, and looked down at the body. It was that of a young woman, a receptionist, with a neat bullet hole through her head. It looked to Rain like she had been shot from behind (because of the fact that the woman's face was gone), and had probably never even seen her killer. She didn't look like she had been infected (Rain knew that the leeches from the train and the zombies were both vectors, but was unsure if anything else was), so all she could figure was that the woman had been perfectly healthy.

She had been murdered.

The question was, why? Rain couldn't think of any reason, but then she also didn't think that, in the grand scheme of things, it really mattered. Solving this mystery wouldn't get the firewalls up. It wouldn't make Alfonso any better, and it wouldn't help her complete the mission. It was just something for her idle mind to latch onto.

She sighed, stood back up from where she'd been kneeling next to the body, and made her way around the counter, only to find that Alfonso was gone.

"What the-" she began, when she felt something reach out and grab her from behind. She spun around just in time to see Alfonso standing there, his head at an odd angle, his face bleach white, his eyes staring vacantly at her, a film over them. He was quite obviously dead. And had just come back.

"Oh shit" Rain managed to get out, bringing up her MP5. She fired a panicky burst into Alfonso's chest, which made him take a few steps back, then use the momentum to spring forward. He hit her full force, and sent her staggering back onto the counter.

Alfonso came in for the kill. Rain raised her hands, braced them against his shoulders, and shoved back. But Alfonso was heavy, and he only needed to let gravity do the work.

He opened his mouth wide, and bit down on the space between Rain's right thumb and forefinger. Blood spurted freely from the wound.

"Motherfucker!" Rain exclaimed in pained rage. She released him with her left hand, slid it down to her knife, and pulled it out of its sheath. Then she jammed the blade into the side of Alfonso's neck, twisting it around beneath the skin.

Alfonso staggered back, letting Rain get back on her feet. She drew her handgun, a Beretta 8357 magnum, and fired. The .357 bullet struck Alfonso between the eyes, and splashed his brains across the unnaturally white walls behind him. His body collapsed to the floor, staining it with more blood; he was at peace.

Rain stared down at the body of her former teammate. "Son of a bitch" she muttered, trying to staunch the bleeding from her hand. Her fingers were already slick with blood, and the wound was pouring out far more than it should have. She managed to wrap a small piece of steri-strip around the wound, but she doubted that it would do much good. Especially since she'd seen what happened to everyone else who had been bitten.

"Son of a _bitch_" she said again, unsure whether she meant Alfonso, her own luck, or life in general, if not some combination of the three.

**Alright folks, here's Chapter 3-2. No promises on when 3-3 will be up (although I'd like to believe it will be up before the end of next week, I can't be sure…)**

** Anyway, we've been here before. Obviously you read the story. Now, tell me what you thought. So far, it's been the same four people reviewing (Natureboy3, Rebecca Is **_**Not **_**Amused, Jammer69er, and Gunbladez19). I know that I have more readers than that. I want to hear from you! Tell me you loved it, hated it, want to marry it or want to burn it at the stake, I don't really care. Just let me know!**

** Thanks to my loyal readers: Natureboy3 (who has also been helping me edit; check out his stories, they're awesome!), Rebecca Is **_**Not**_** Amused (one of the first people who read my stuff, she's awesome and has awesome stuff too), Jammer69er (oh you who is across the pond, as it were), and Gunbladez19 (you're great, thanks for all the praise!). You guys are awesome, and I think of you as my Fanfiction buddies (sad, I need a life, I know).**

** Stay golden, folks!**

** -Godzillafan93**


	16. Clarity

Chapter 3-3

Clarity

Catacombs

Beneath Umbrella Management Training Center

(Enter REBECCA CHAMBERS)}

She screamed when she fell. Even so, she knew she heard Billy shout her own name, knew that she had heard the sound of the shotgun breaking open the door. It didn't do her a whole lot of good, though. For the next few heartbeats, Rebecca needed to focus, to make sure that they wouldn't be her last.

She heard the monster baboon scream as it fell, into the seemingly bottomless pit that had opened up beneath her. She didn't pay it much mind. So long as there was no longer a monkey on her back (she reminded herself to laugh at that later, became determined to make sure there _was_ a later), it wasn't a problem.

She saw a piece of what looked like rebar jutting out from the second hole she fell through, and grabbed onto it. The metal was rough and she knew that the rusty surface was going to be murder on her hands, even with the fingerless gloves she had on. Still, she had up to date shots from school, and didn't need to worry about tetanus. On top of everything else, she was glad that that little worry wasn't present.

Still, she was too far down the hole. There was no way she'd be able to pull herself back up. She needed help, and much as she hated the way things kept working out, there was only one person she could turn to.

She took a deep breath, then called out as loud as she could. "Billy, help!"

Power Room

Beneath Umbrella Management Training Center

(Enter BILLY COEN)

Billy watched in horror as Rebecca fell. He was too far away to catch her, and knew it. All the same, he rushed to the edge of the hole, looking over the lip.

He could see a second hole, in the room below him. And what looked like something hanging onto the edge…

"Billy, help!"

"Rebecca!" Billy called down. "Hang on! I'll be right there!"

He examined the floor of the room below him. The hole on this floor was larger than the one beneath, meaning that there was a small open space, where he could jump down.

He got down on his hands and knees, grabbed the edge of the hole, and lowered himself down as gently as he could. If he had just jumped down, he might have ended up like Rebecca. Worse, he might have broken loose too much of the floor, and sent both of them to their deaths.

Once his feet were firmly on the ground, he spun around to the second hole.

He knelt down, so that he wouldn't get pulled down into the pit when he reached for Rebecca. Then he stretched out his hand.

He saw Rebecca, clinging to a piece of steel rebar that poked out of the cracked cement floor. He saw her hand beginning to slip, heard her small fearful cry, and acted. His hand shot out, snatching her wrist just as she began to fall.

"It's okay" he said. "I got you. I got you."

He pulled her up out of the hole. Then they both lay still for a moment, catching their breath.

"Thank you" Rebecca said, her body still shaking.

Billy shrugged. "Don't worry about it" he said. "Before too long, maybe you'll return the favor." He thought about that for a minute, and realized how it sounded. "That didn't come out right. What I meant was-"

Rebecca smiled. "I know what you meant" she said. Then he gaze drifted over to the far wall. "Where are we?"

Billy hadn't given much thought to their new surroundings. He did now, though.

The room they were in now was in even worse shape than the one above. One wall had completely caved in, meaning that he could see out into the dimly lit corridor beyond. The rest of the room had all the comforts of a jail cell, or maybe a mad scientist's laboratory.

"I don't know" he said finally. "But it looks like we're not out of this mess yet."

Billy stood up and headed over to a gurney that sat in one corner. Sitting on top of it was another shotgun. He looked it over for a minute, but decided to leave it behind. This one had a smaller internal magazine than the one he already had. He _did_ take the box of shells lying beside it, doing his best to ignore the bloodstains on the gurney's straps and table.

He heard Rebecca clear her throat nervously. "Billy?"

He looked over at her, from where he was reloading the shotgun. "Uh-huh?"

Rebecca looked anxious. "That's what, the third time you've saved me?"

"Something like that. Why?"

"It's just that…I have to know, you know?" Rebecca said. She apparently realized how much sense that made, and tried again. "What I mean is, I don't believe that you…that you killed those men in the jeep. It was those dogs, wasn't it? You all got attacked, and you didn't have a choice but to leave them. That was it, wasn't it?"

Billy nodded. "That's what happened, more or less. But what does that-"

"But, it's like Mat said earlier" Rebecca rushed on, a look of momentary pain on her face when she thought about her dead friend. "There weren't any zombies in Africa last year, were there? But I don't believe you killed all those people. But I have to know for sure. What _did_ happen?"

Billy turned to face her. "You _really_ want to know?"

Rebecca nodded. "Yes. It won't change anything. I just-I have to be sure that…I want to know, that's all."

"Okay" said Billy. "About a year and a half ago…"

Kinjuju Contested Territory

West Africa

First Lieutenant Billy Coen was miserable. The jungle heat was getting to all of them, had already gotten Jackson and Fischer, both dead of heatstroke a few miles back. Billy felt their losses keenly. They had been good men, veterans, and as an officer he felt responsible for their deaths.

Not there was a whole lot he could have done about it. Their guide had led them into the jungle, then proceeded to slip away, leaving them wondering in circles for days before they finally found the village.

Kinjuju lay at the heart of a centuries old inter-tribal war. Both sides claimed sole rights to the region's rich natural resources. In reality, neither probably had any basis for those claims. But the fighting had gone on for so long that by this point, no one really knew or cared one way or the other. By this point, the fighting was personnel.

The United States had gotten involved when several foreign nationals (including three Americans) had been killed, caught in the crossfire between the two factions. America had learned its lesson after its debacle in Mogadishu a few years prior. There would be no UN mandate, no "fire only when fired upon" orders. If it was carrying a gun, it was an enemy. The natives were playing for keeps. So were the United States Marines deployed to this particular stretch of jungle.

Lt. Coen's team was en route to a suspected militant training camp. Once there, their orders were simply to remove the camp (and any enemy combatants) from play. Military double speak for "kill everything."

Next to Billy stood Major Nero, holding a pair of binoculars up to his eyes.

"Take a look at this, Coen" he said, passing his subordinate the magnifiers. Billy took the binoculars and held them up to his own eyes, peering out at the world outside the jungle.

There was the village, all right. Billy could just make out the tiny figures of what had to be the militants as they drilled near the center.

"We made it" he said.

"Damn straight" said Nero, anger filling his voice. "Now we teach these skinny shitheads not to fuck with the USMC." He motioned to the other men crouched behind them: Dower, Faulkins, McGreevy, and Suller; all that remained of their original company. The rest had been taken by the jungle, or killed by enemy snipers hiding in the thick underbrush.

All of the men were itching for some pay back. Billy was more than a little eager for some action himself. After three days of wondering the jungle, here was a chance to be more than just a target.

"On my signal, move up" said Nero. "We go in, take the place by surprise, and round us up some bad guys. Remember: command wants prisoners. We have to take some of these people alive, you got that?"

"Yes, sir!" the other marines chorused.

Nero grinned. "Good. Now, let's go hunting."

They moved slowly and quietly, making use of what cover they could as they made their way across the open field that lay between the village and the jungle. Billy heard the sounds of men chambering rounds in their M16 assault rifles, and clicked the safety off of his own weapon.

But something was troubling him. So far, he didn't see any young men among the villagers out and about. He could see plenty of young women, as well as children and older villagers. But no one of combat age.

A burst of automatic weapons fire caused all of the villager's heads to come up; Suller had fired a burst from his M16 into the air. He began to shout loudly in the local dialect, marshalling the stunned villagers into the center square.

"Fan out!" Nero barked. "Make sure no one slips away!"

Billy and the other marines did as they were ordered, weapons trained at the villagers as they herded them together. All the same, he felt a little odd. These were unarmed civilians, obvious noncombatants. It seemed a little excessive.

An older man with a long white beard, which stood out sharply against his dark skinned chest, stepped toward Suller. The two conversed for a moment.

Suller gestured with the M16, mimed shooting it at a target. The village elder shook his head. Suller repeated the gesture, trying to find the word he was searching for. When the elder shook his head again, he turned to Nero.

"Uh, sir" he said nervously. "I think we may have a problem."

"What do you mean?" Nero asked, his voice rising.

Suller pointed to the elder. "He says that this is Umsetsu. We're looking for Emkafi."

"You mean we're in the wrong village?" Nero nearly shrieked with rage.

Suller nodded. "It looks that way, sir. And it gets better. According to the griot here, Emkafi was destroyed early on in the fighting. And it's not even in this area. Our intelligence was faulty."

"Goddamn it all!" shouted Nero. "You mean that all of this, my entire command's destruction, was a _mistake_?"

Suller nodded. "Yes, sir."

"Fuck!"

The village elder, the griot, said something to Suller. The corporal translated. "Sir, he wants to know what we're going to do now. What _are_ we going to do now?"

Nero was silent for a moment. Then: "We're going to send these people a message, just like I said, corporal." He raised his voice. "Form a perimeter around the villagers. Safeties off. Let's show these people what they get for crossing the United States Marine Corps."

The griot started to protest as Suller lead him back to where the other villagers squatted. Suller looked over at Major Nero. "Sir, he wants to know what's happening."

Nero smiled cruelly. "Tell him he's about to meet his heathen gods." He thought for a minute, then amended. "Never mind, I'll tell him myself." And he drew his .45 and shot the old man in the chest.

The report from the magnum echoed all over the silent village. The natives watched in horror as their leader sank to the ground, dead before he got there.

Then many things happened at once.

"Open fire!" shouted Nero, and Billy felt his breath catch in his throat as the other leathernecks, finally given something to revenge themselves on, raised their assault rifles.

"Wait!" he shouted, grabbing for McGreevy's weapon. But the big red head didn't even hesitate. He swung the weapon over and clipped Billy's helmet with the buttstock. Billy collapsed, stunned.

He watched in a daze as 5.56mm bullets slammed into the helpless villagers, tearing through their skin and staining the dry soil with their blood. The smell of shit and blood, the smell of combat, reached his nostrils.

Except this wasn't combat, this was a massacre, and Billy wasn't going to watch it happen anymore.

Nero had unslung his own M16, and was unloading the twenty round magazine into the crowd with the other marines. He spun, eyes wild, to see Billy rushing toward him.

Billy saw momentary anger in his superior's eyes, saw the M16 come up, and the triple muzzle flashes as Nero pulled the trigger. Than something hot and fast slammed into his stomach, and the world went white.

Beneath Umbrella Management Training Center

(Enter REBECCA CHAMBERS)

Billy's story had lasted the entire way back to the exit door. When he was finished, he looked over at Rebecca expectantly.

"Your superior, he _shot_ you?"

Billy nodded. Then he held up his shirt, showing three neat scars on his stomach where the bullets had hit. "They shot me, and then after they had finished torching the village, they patched me up and called for an evac. They needed me to play scapegoat, as it was."

He paused, bitterness filling his voice when he spoke again. "It was their word against mine. They said I got separated from the others, said I went crazy from the heat and massacred the entire village." He shook his head. "Those bastards all citations. What did _I_ get? Dishonorable discharge and court martial. They sentenced me to death about a month ago. All that's held them up was administrative work."

"I'm sorry" said Rebecca, unsure what else to say.

Billy shrugged. "Don't worry about it. It's not your fault."

"No, I mean I'm sorry for not trusting you earlier. Like you said, you could have left me to die, but you stuck around. That should have been enough for me."

Now Billy smiled. "I wouldn't have run off on you" he said. "That was just an act, earlier. We're a team."

He stuck out his hand. Rebecca shook it.

He continued. "All the same, if you want to make it up to me," he grinned, "you can buy me a beer once we get out of here. It might surprise you, but there's not a whole lot of beer in prison."

Rebecca shook her head. "I can't."

"Why not?" Billy asked. Then he made a face. "Wait, you didn't think I was-That's not what I had in mind! I just meant we could go out, and have a drink. Like…friends, see?"

Rebecca shook her head again, smiling this time. "No, I mean I can't buy. I'm underage."

Billy let out a sigh of relief. "Oh, that's all. For a moment, I thought you thought I was coming onto you." He made another face. "I mean, not that you're not attractive or anything, just that you're not my type, and we're in somewhat dire straights, and-"

Rebecca laughed. "And I'm a cop, and you're a wanted man?"

Billy winced. "Yeah, something along those lines."

Rebecca smiled. "I don't see anything wrong with _one_ beer. So long as it's just one. And so long as you buy." Her smile took on an evil twist. "And so long as you don't try anything."

Billy raised his hand, like he was swearing an oath. "Leatherneck's honor" he said in a mock serious voice.

Rebecca grinned. "Good. Because otherwise I might have to shoot you."

**Alrighty, here's chapter 3-3. Congratulations, true believers! This is the half way point of the story! Thank you to everyone who has stuck with it for so long. I promise I won't disappoint you.**

**Thanks to Natureboy3 for editing, and to everyone else who has reviewed this story. You guys are great!**

**Read, Review, Subscribe it if strikes your fancy. Just let me know what you think.**


	17. Redirection

Chapter 3-4

Redirection

Unknown Corridor

The Hive

(Enter JD SALINAS)

Like most of his team, JD had a rail mounted flashlight on his primary weapon, which in his case was an M4 carbine. He swung the beam back and forth in front of him as he and Olga made their way forward.

They followed only their own arbitrary sense of direction; the Hive was a maze of interconnecting corridors and service tunnels. JD remembered how the Egyptian pyramids had had a similar layout, the idea being to simply cause would-be looters to become lost and starve to death. He briefly wondered if the Hive's designers had had similar ideas, but shook his head. With the RED QUEEN's automated defenses (which he assumed would be quite formidable), he doubted the Company would have needed to resort to so archaic a measure.

Then of course there was the fact that, unlike in the real pyramids, the reverse pyramid-shaped underground labs had _real_ nightmares wondering its corridors. _What was that myth back in high school? The one with the maze, and the man eater that lurked within? The labyrinth, that's it._ JD shook his head. _This place is just like that, except here, the little kids fight back._ That he was mixing mythologies didn't faze JD. He'd had his heart set on being a soldier for most of his life. Such trivialities as freshman English didn't really concern him.

He stiffened, frozen in place, M4 held at the ready. He could have _sworn_ he'd heard footsteps up ahead…

"What is it?" Olga asked, voice low, from behind him.

JD shook his head, motioning with his left hand for her to quiet down. They hadn't encountered anyone since they entered the Hive, living or dead (even dead with a capitol D, which was what he thought of the zombie's state as being). Still, there was no reason not to be cautious. After all, inside this facility there had been over three hundred lab technicians and security personnel. There was no reason to assume that they had simply disappeared. Either they were all locked up somewhere…_Or something killed them._

JD crouched down, into what his trainers had called a duck-walk. He motioned for Olga to do the same; with her behind him, he didn't see that she was already in the same position. Together they made their way forward.

JD twisted the top of his rail-mounted flashlight, focusing the beam down to a less easily spotted width. That would make it less likely to spook whoever they were sneaking up on.

They rounded a corner. This hallway was more labs, with heavy glass windows that allowed supervisors to see what the scientists and technicians were working on. The labs were accessed by heavy electronic doors, which JD assumed would allow the labs to remain pressurized.

He also assumed that each door was also stuck, since all power inside the Hive was inactive. His assumption was confirmed when he saw that one lab's door had been pried open, the metal along the edges bent and twisted, and kept from magnetically resealing by a large metal cart that had been shoved between it and the wall. Beyond the door he could see a figure, only slightly darker than the wall and visible only because it was moving, standing in front of some sort of computer terminal, tapping away at a keyboard.

"Damn it" he heard a voice, a man's voice, mutter aloud in frustration. That confirmed that he wasn't a zombie. Whether he was a friendly…that remained to be seen.

JD motioned for Olga to hang back. The Walther PPK was a decent handgun, but it still didn't hold a candle to the M4's reach and rate of fire. Then he made his cautious way forward.

The stranger wasn't paying a great deal of attention to the world around him. He remained preoccupied with the dark terminal, which he was apparently trying to boot up. It didn't seem to have occurred to him that, with the power out, no amount of cursing was going to convince the computer to turn on. It was off, and would remain so until someone fixed whatever was wrong with the Hive's generators.

JD crept closer to the cart keeping the lab door from closing, his M4's flashlight clicked off. Now he had a problem. The cart was holding the door open, but it would also keep him from making a quite entry to the lab. If he moved it, he would be free to walk in…assuming the door didn't close on him.

JD didn't see a way to get around the problem without making undue noise. So, he opted to make some noise instead. Shock and awe were military maxims in practice long before the phrase was coined during the Gulf War.

JD braced his hand on the cart's handrail, then vaulted over it into the lab. The cart shifted and the door let out a screech as it tried to close, wedging the cart still more closely in the way.

The stranger spun around. "What the Hell" he shouted, seeing JD land inside the lab. He started to go for something on the counter next to the terminal.

JD turned on the flashlight and shined it in the man's eyes, shaking his head. "Not a good idea, sir" he added, unsure who the man was. If he were a Company big shot, it would probably be unwise to piss him off, after all.

The he realized who he was aiming his carbine at. "Oh shit" he said, lowering the weapon. "My mistake, sir. I didn't recognize you."

The man lowered the hand he had been using to shield his eyes. "You know who I am" he said after a moment. "Then you must be a cleanup team, no?"

JD nodded. "That's right, sir. Our orders are to re-secure the Hive and purge the outbreak from the area. We had a bit of a rough start, and some of my teammates are dead. But we're here now."

The man nodded. "How many of you are there?"

JD thought for a moment. "One member of my team is down, and another is critical. We were looking for the medical facility when we met you. Do you know where that is?"  
The man shook his head. "I'm afraid that mission is over, soldier. We've got bigger fish to fry. Our new objective is to get the RED QUEEN back online. Everything else is second to that, do you understand?"

JD nodded. "Yes sir, Mr. Parks sir."

Spence Parks, chief administrator of the Hive and second only to Daniel Greene, nodded in return. "Alright, then let's get moving, shall we?"

Lobby

The Hive

(Enter RAIN OCAMPO)

She knew she needed to get medical attention. Try as she might, though, Rain couldn't get through to her team. She would need to find aid for herself, then.

Oddly enough, the firewalls seemed to be down only in the direction that her team had gone. The other corridor branching away from the lobby was completely unblocked. It felt to Rain like someone was herding her along, but at the same time, the growing numbness in her hand where Alfonso had bitten her.

She knew what that meant. If she didn't do something soon, she too would become a zombie.

Rain set off down the corridor, awkwardly holding the MP5 so as to favor her injured hand. If she was going to die, she was at least going to do her best to die fighting, as it were, not die sitting alone with her dead teammate. Of _that_ she was sure. Whether or not this was an exercise in futility…

"We'll just have to find out" she said to herself.

Unknown Corridor

The Hive

(Enter CHAD KAPLAN)

Judging from the smell of the zombies as they staggered toward him, they had been dead for some time. So Chad's nose told him as he stepped away from the panel, away from the door, hands going for his Beretta 8357.

Aside from Olga, who carried a Walther PPK, Chad and Rain were the only two members of the cleanup team armed with the .357 caliber handgun. Chad had picked it just because it was small and easy to shoot, and the magnum rounds were powerful enough (he hoped) he wouldn't need to fire more than once.

He drew the magnum, planted his feet, and fired. His first shot took the lead zombie in the chest, caused him to stagger backwards, and collapse. Chad was surprised. So far, zombies had only gone down from headshots. If they could be killed by a high caliber bullet to the chest…Chad pushed the thought aside. _Worry about that later._

He felled the next two zombies with headshots from the Beretta, the .357 bullets punching cleanly through their skulls and leaving behind a bloody mess. He found himself backing away, shooting into the on coming press of zombies as they made their ponderous way forward.

"Get down!" he heard Mat shout from behind him. Something in the younger man's voice was enough to make Chad obey, and in a moment he found reason to be glad he had.

Shot tore through the first few zombies' heads, destroying them as it scattered. The five zombies in the lead of the crowd collapsed to the ground, their comrades stepping over their limp bodies.

Mat stepped forward, shotgun in hand. He aimed the weapon slightly in the air, at a rough 75 degree angle, and fired again. More zombies fell headless. He stepped forward, and fired a third time, decapitating still more infected.

The crowd was now whittled down enough that they could switch to their handguns and finish the job. As an experiment, Chad shot another zombie in the chest, and watched as he too went down.

He pointed to the zombie he'd just shot. "See, we don't just need the headshots."

Mat shot another zombie in the chest with his 9mm. The zombie staggered back, then began to make its way forward again, pausing only when Mat shot it. It took several shots before it finally decided to die.

"I don't think that's very economic" Mat said, shooting his next zombie in the head.

Chad shrugged. "It is for me."

Soon enough, they had cleared out the zombie crowd that had come out of the locked room. Mat pointed to the door Chad had opened.

"What was in there?" he asked.

Chad wracked his brain for a minute. "Let me think. It was a…locker room, I believe. It has doors that lead into the gymnasium, though. From the gym, we can move on into the rest of the Hive, at least until we run into more doors."

"You guys had a gym down here?" Mat asked. "Just how big is this place?"

"The Hive was designed to be completely self-sufficient. The Company-"

"By which you mean Umbrella" Mat interrupted.

Chad nodded. "Yes, Umbrella. They wanted the Hive to be completely self contained. The lab staff couldn't be allowed to leave the facility while they were working her; the risk of kidnapping for industrial espionage and blackmail was too high." He gestured around him. "So, they needed the Hive to have all the comforts of home. It has a movie theater and a gymnasium, in addition to a library and dormitories, as well as the actual labs. While employees were working at the Hive, they had to remain inside at all times."

Mat shook his head. "That's…that's insane."

Chad shrugged. "That's the Company for you. We always do things the biggest way possible. Maybe not always the best, but always the biggest."

Mat, his curiosity apparently satisfied, began to load shells into his shotgun. "Okay, I'll go first" he said when he was done, clicking on the weapon's rail mounted flashlight. "Just stick close, and watch my back. And try to conserve your ammunition, if at all possible."

Chad nodded. "Sure thing."

Mat disappeared around the corner, shotgun at the ready. A second later, he called out. "All clear."

Chad made his way into the locker room. He could see the light from Mat's shotgun as it played across the walls; the only spot of illumination in the locker room. Not that it wasn't enough.

They were in the men's locker room; he could tell by the urinals on the wall. Other than that, they might have been in Hell.

There was blood everywhere. It pooled on the floor in large puddles that the built in drains still hadn't managed to remove. It stained the dark blue lockers in large swashes, where it appeared bodies had fallen in their mortal struggles. It covered the walls, too; Chad saw a few places where it had splashed against the white concrete walls, and in one place where a smudged and bloody handprint trailed off down the wall.

"Let's get out of here" he heard Mat say from in front of him.

"Good idea" said Chad, turning to go back toward the door.

His eyes slowly getting used to the darkness, Chad could see that something was moving in the doorway.

"Oh shit" he began.

"What is it?" Mat asked, swinging the shotgun back around.

The light fell briefly on a zombie, his skin now splotched red, his eyes glowing evilly, his shoulders heaving in what looked like pure fury. Then the former employee let out a screech and rushed them.

"Shit!" exclaimed Mat, firing the shotgun. His aim was a little off, though, as it only caused the zombie to stagger a little, most of the shot striking it in the side rather than the head. It didn't loose much speed, and leapt at Mat, teeth and the sharp claws on its fingers ready to rip him apart.

Chad saw the flashlight beam jerk as the monster struck Mat, then heard him grunt and the sound of something hitting the bloody tile floor. He saw the shotgun's flashlight jerk back around, aimed at the zombie as it struggled to rise. Mat fired once, this time taking its head off.

"Stay" he heard the cop mutter. Then they stooped to examine the body.

There was a large bite mark on the man's arm, probably how he had gotten infected. But there was also a single large hole in the man's chest. A hole caused by a high caliber bullet. And Chad recognized him. It was the man he'd shot in the chest when the zombies first appeared.

Mat realized what had happened too.

"Oh shit" he said again, turning his attention back toward the door, bringing the flashlight up as he did so.

Another of the fast zombies sprinted forward. Mat shot it in the head with the shotgun, saw it go down, but there were still more of the not so dead undead coming for them.

Chad saw him sling the shotgun, pull a smaller weapon off his back that looked like it belonged in a sci-fi movie, and open fire on the third red zombie to rush through the door. Chad lost count of bullets at fifteen; the zombie still didn't go down, didn't even seem fazed by the onslaught.

"Let's go!" shouted Mat, backing away from the zombie that was still coming for them, firing as he did so. The muzzle flashes from the cop's machine gun allowed Chad to see his way through the locker room, and find the exit.

"Through here!" he shouted, pointing Mat in the right direction as they retreated from the locker room.

Chad got out first, Mat backing up behind him, keeping up a steady stream of fire on the monster that smashed its way toward them. Then, all of a sudden, they both heard a clicking noise.

"Oh shit!" Mat exclaimed. "I'm out!" He took another step back, fell, and scrambled the rest of the way out of the locker room.

The red zombie continued to chase them, only to have Chad slam the door in its face. He shoved a basketball cart in front of it, locking its four wheels in place. The zombie continued to bang frantically on the other side of the door, trying to get out and not succeeding.

Mat stood up and looked over at Chad. "That was close" he said. "Thanks."

Chad shook his head. "It's my fault. Whatever those things were, they came back super pissed off because I didn't kill them right the first time. It's me who should be thanking you for killing those first two."

But Chad realized that Mat wasn't paying attention to him anymore. The cop was starring at something behind him.

Curious, Chad spun around too. He saw a single red beam of light streaking toward him from above them where, if he recalled correctly, the gym's treadmills were kept.

_Funny_ he thought. _That almost looks like a-_ There was a loud crack, a flash, and Chad felt the wind get knocked out of him. He found himself falling to the hard basketball court floor that took up the ground space on the gym's lower level. His head hit the side of the card, caused it to shift, and opened the door. There was a cry from inside the locker room as the red zombie realized it was free and leapt out at them.

But Chad didn't care about that anymore. His head had hit the basketball cart _hard_, and he was out cold.

**Here's chapter 3-4. We're getting along and getting along. As I've said in the past, this is going to be difficult later on, as I'm now a member of Sons and Daughters of Liberty (a political club at my school) and Chamber Orchestra (which is my school's orchestra club), so time will be in short supply. I plan to keep trying to do one chapter a week, but I know that this is killing my audience, outside of the eight or so people who consistently read **_**Into the Night**_** (I love you guys).**

** Anyway, thanks to Natureboy3 for taking a look at this (you're great, mate!). Thanks to Rebecca is **_**Not **_**Amused, Jammer69er, and of course NB3 for reviews. You guys make this worthwhile.**

** Review and tell me what you think. So far I've had no flamers (praise God!), so I have no reason to not want feedback. An artist craves the knowledge that his work is appreciated. Let me know what you think!**

** Thanks guys!**

** Godzillafan93**


	18. False Sanctuary

Chapter 3-5

False Sanctuary

Astronomy Tower

Umbrella Management Training Facility

(Enter REBECCA CHAMBERS)

According to the map, there was a way out of the labyrinthine Training Facility through the tower Rebecca and Billy stood in now. If there was, it could only mean Umbrella had found some way to circumvent the laws of physics. They were, after all, two stories above ground, and the pathway they needed was on level with the first floor. With a solid wall between it and them.

There was a lot of clutter in the Tower, broken down shelves that spilled out old papers, rotten books, and a box of 9mm handgun ammo. Rebecca pocketed it without a second thought. She'd long since given up questioning the way Umbrella did things.

The Tower's dominant feature, though, was what gave it its name: a huge telescope, the kind she'd only seen in huge astro-domes like the one at her old university.

But unlike the one at the university, this one had been sorely neglected. Forget better days, this thing had seen better _decades_. It was rusted and cracked. The tube had _moss_ growing on it. The gears that allowed the telescope to rotate looked rusty enough to giver her tetanus just by looking at them.

There was a panel next to the telescope. Billy stepped toward it, looking down at the metal surface.

"What do you think it is?" Rebecca asked.

Billy shook his head in confusion. "It's…It's like some sort of puzzle." He tapped three raised objects on the panel. "These look like they can be removed." He seemed to think for a moment. "I bet we're supposed to put them in the right order."

"Then what?"

Billy grinned disgustedly. "Then we get the prize, like good little lab rats."

He pried one of the panels out. "Bastard's heavy, that's for sure" he said, hefting the tombstone shaped tablet. He set it down on a nearby table, which protested the weight but didn't collapse, even when he'd placed the other two tablets on top of the first one.

"Each of these tablets are weighted, just like the chess pieces" Billy explained. So, we figure out what order they're supposed to be in, place them, and we're good to go."

Rebecca stepped forward, looking at the tablets. "Any ideas?"

Billy shrugged. "I got nothin'." He traced the patterns on the tablets. "A sun, Earth, and a moon. Maybe there's an order to them. Like chronologically?" He hefted the sun tablet. "If I remember my high school science, then it should be the Sun first. Then the Earth. Then the Moon, which was supposedly formed from a piece of Earth that broke off."

He placed the tablets in that order: Sun, Earth, and Moon. Nothing happened.

"No? Damn, I was sure that would work."

Rebecca removed the tablets. "Let me try." She said.

"In the Beginning, He created the Earth, and probably the Moon, although it doesn't really specify about that. Then on Day One He made Light, which I assume was the Sun." Rebecca put the tablets in that order: Earth, Moon, and Sun.

When nothing happened, Billy shook his head. "Genesis, right?"

Rebecca nodded. "That's right. Christian born and raised."

"Well, no offense to your views, but I _highly_ doubt Umbrella coded their little puzzle using the Bible. Honestly, I doubt that they're exactly the church going type."

"Okay, then what do you suggest?" Rebecca asked.

Billy shrugged. "I have no idea. Between the two of us, I think we've exhausted the obvious choices."

Rebecca thought for a moment. _Sun, Moon, Earth. _Where had she heard that before? Suddenly, it dawned on her. "Hang on, I think I've got it!" she exclaimed, pulling the folded piece of paper out of her vest pocket. She held it out to Billy.

"A Verse of Poetry

The Moon bows to the Earth

The Earth swears loyalty to the Sun

And the Law of the Sun Governs all things

This itself is the keystone,

The pointer to glory" he read.

"Sounds reasonable. Let's try it."

"Thanks" said Rebecca.

They put the tablets in the order they appeared in the verses: Moon, Earth, and Sun. As soon as the Sun tablet was in the third niche, there was a lout rumbling noise.

"What's going on?" Rebecca exclaimed, looking around worriedly as the Tower began to shake.

"I think this is our reward" Billy said. "The Tower is sinking. It looks like we're about to be on level with the pathway below us, the one that will lead us out of this derelict."

"Or?"

"Or the building could be collapsing" Billy said cheerfully. "But let's stick to the sunny side of things, shall we?"

Outside the Umbrella Management Training Facility

(Enter BILLY COEN)

There was a door concealed behind a bookcase. They moved it aside, then stepped through.

They were standing on a long, narrow bridge with honest to God cobblestones for paving. Billy stepped out, and peered over the side railing. Below, he could see the swift Arklay flowing beneath them. And knowing what he knew about what rode that river, he took a step back.

"Keep away from the edge" he said.

Rebecca shot him a curious look. "Why?"

"Frogs" he said.

He expected her to ask him what he was talking about, but she only nodded. It looked like she was starting to trust him after all.

They made their way along the bridge, Rebecca's sub machinegun and Billy's shotgun at the ready.

Billy saw a flash of light in the sky and looked up. He waited a moment. There was a soft rumble from the sky.

"It's still storming" he said, to no one in particular.

Rebecca nodded. "Yeah, but it looks like it's moving off toward the City. Good thing we left when we did. I don't think Kevin and Edward would've enjoyed taking off in the rain."

Billy was listening with only half an ear. He was busy looking at the small, dark shapes that he could now see darting around in the flashes from the lightning.

"Billy?" Rebecca asked, and he realized he's stopped walking. "What is it?"

"Bats."

Rebecca followed his gaze. "Do you think they're out for a midnight snack, or…"

"I don't know" Billy said after a moment. "But better safe than sorry." He pointed up ahead. "There looks like there's a building up ahead. Maybe there's a way out through there."

Rebecca squinted. "Sounds good. Looks like…a church?"

Billy narrowed his eyes, trying to make out the shape of the building. "Huh. Maybe I was wrong."

They made their way to the church (_more like a cathedral_ Billy thought; like everything else in the compound it was huge and gaudy) without being dive bombed by undead bats.

The door proved to be locked. Billy jiggled it a little, then looked over at Rebecca. "May I?"

She sighed in resignation. "If you must."

Billy grinned. "Great, now stand back." He waited for Rebecca to step behind him, then leveled the shotgun. He fired it once, directly into the wooden doors, just above the lock.

The wood splintered, cracked, and exploded inward. There was now a large gap in the door, through which Billy reached in and felt around. His fingers brushed against a metal tab, then twisted it. There was a click, and the door unlocked.

Billy wracked the shotgun, then pushed it open with the barrel. "C'mon" he said, raising the shotgun to his shoulder as he stepped inside.

The cathedral hadn't been used in some times. The pews were rotten and sagging in the middle, the statues of the saints near the alter knee deep in melted wax.

"I don't get it" Billy said, looking around. "Why a cathedral? It doesn't make any sense."

"Maybe they felt like keeping their employees' spiritual needs met" Rebecca said, looking around. Then she looked up. "But I don't remember learning about _that_ in Sunday School."

Billy looked up was well. There were stained glass windows lining the upper galleries of the church. But several of them had, in addition to what he assumed were scenes from the Bible, the stylized red and white polygon that Umbrella used as a logo.

"Bit arrogant of them, putting themselves in with Jesus" he said, shaking his head. His eyes traveled across the entire room, taking in all the stained glass windows. Now that he looked closer, it seemed that the Umbrella logos appeared in every one of them. Except one, a large circular window that had shattered.

Billy stepped forward, examining the window as closely as he could. _Odd_ he thought. _The glass is on the inside. Like something broke in…_

"Billy!" He spun around to see Rebecca raising the MP5 to her shoulder. "Behind you!"

And Billy spun again, seeing the dark shape that had been peering down at him from the upper galleries, just before it launched itself into the air.

It swooped low, and Billy had to throw himself flat in order to avoid the thing's open jaws. He felt the whoosh of air as it rushed past him, then heard the sound of the MP5 as Rebecca opened fire.

The monster cried out in pain, spasming in midair under the impacts of the bullets. Then Rebecca's magazine ran dry, and she had to reload. The creature began to climb again, gaining altitude for a dive at Rebecca.

Billy thought about the shotgun; thought about it, and decided against it. The monster had stood up to thirty 9mm bullets; a few 12 gauge shotgun shells wouldn't make much difference.

Instead, he reached into his web gear and pulled out the heavier weapon. Across the church, he saw Rebecca pocket the spent magazine, load in a fresh one, and pull the charging lever.

"Can you get him to stay put for a minute?" Billy shouted.

"What?" Rebecca asked. Then she saw what he had in his hands, and realized his plan. "Okay, I'll see what I can do."

The monster swooped down again, straight for Rebecca. It screeched when she didn't duck, screeched louder when she opened fire on it. But the MP5 brought it up short, and Billy had his shot.

He brought the weapon up and pulled the trigger. There was a loud whoosh, and a small round shape flew forward, a thing trail of smoke behind it. The grenade struck the monster and exploded.

But things didn't end there. Apparently the Umbrella soldiers had been carrying incendiary rounds, because there was a flash of fire, and the monster spontaneously combusted.

_That_ didn't improve its mood any. It continued to flap around, but now it was virtually engulfed in flames. It screeched even louder, screeched in pain as the fire slowly burned its fur and flesh. Then, with a last, brain spiking cry, it crashed into a row of pews, shuddered, and was dead. The smell of roasted monster reached Billy and Rebecca where they stood.

"What…What was that?" Rebecca asked, lowering the sub machinegun.

"It looked like a bat, but bigger than life like everything else Umbrella gets its hands on. What it was doing here…That I have no idea."

"It must have gotten out somehow. But why didn't it leave? Go somewhere else?"

Billy shrugged. "Maybe it just liked the way things looked around here. Maybe it had easy access to food." Billy paused. "Or maybe something told it to wait."

"Our mysterious figure from the train?"

Billy nodded. "Could be. But, if he had Batsy over there staking out this place, then-"

"Then he must have something worth guarding here" Rebecca finished.

"What do you say we have a look around?"

Umbrella Cathedral

(Enter REBECCA CHAMBERS)

After everything else that had that night, finding the elevator was rather anticlimactic. They simply had to go around a corner, through a locked door that was so rotten the deadbolt was nothing more than the punch line to a joke that wasn't even funny, and there it was.

Billy stepped forward and hit the button. "Going down?" he asked.

Rebecca rolled her eyes. "Again? What is it with these people and underground? Why can't they build anything on the surface?"

Billy chuckled. "I'll bet I know what it is. Some architect somewhere sat down and said 'You know, in about ten years there'll be some hotshot rookie cop sneaking around down here, and we need to design our labs to freak her out as much as possible.'"

Rebecca grinned too, despite herself. "Hardy-har-har. You're funny."

"You know it. I'll be here all week."  
There was a ding, and the elevator doors began to slide open. They both brought their weapons, Billy's shotgun and Rebecca's MP5, up, trained on the doors as they slowly opened…

**Here's chapter 3-5, for all who are interested. Chapter 3-6 will hopefully be up this week as well, but I make no promises.**

** Anyway, thanks to Natureboy3 for looking over it for me. Thanks to him, Rebecca Is **_**Not**_** Amused, Jammer69ner, and everyone else who's been reading and reviewing these past few months. You guys are awesome.**


	19. Shade

Chapter 3-6

Shade

The Hive

(Enter OLGA DANILOVA)

She followed Parks, who walked a few steps behind JD, as the three made their way down the darkened corridors of the Hive. She and JD had their weapons trained out, JD shining his flashlight into any particularly dark corners, in case something was lying in wait for them.

Olga had accepted Parks without real complaint, or even question. So long as they were with him, he was in charge. Olga was good at what she did, and knew it. She also knew she wasn't much use outside her field of expertise, but that was okay. If they had Parks, then all she had to worry about was her own job.

That was also something of a problem. Parks had hijacked them, ordered them to help him find the RED QUEEN's main hub, from which they'd be able to turn her back on. In the meantime, Alfonso was infected with the T-virus, and in need of medical attention. Attention she couldn't give him from where she was at the moment.

Parks seemed to know where he was going, which did seem a little strange to her. In the dark, all the corridors were starting to look the same. She knew she was lost, but again, since Parks seemed to know the way, she wasn't terribly worried about it.

She _did_ worry a little when Parks motioned for them to stop in front of a closed door. It was one of the big, magnetic ones that they had seen before, and with the power out, they would have to brute force it open.

"We need to be on the other side of that door, Sergeant" he said to JD, pointing at the slab of metal in front of them. "You'll have to pry it open."

JD shook his head. "Actually, I may have a better idea." And he pulled a small metal cylinder, about the size of a can of spray paint, out of one of his vest pouches. "Think this will do it?"

Parks nodded eagerly. "Son, I like the way you think."

They retreated around the corner. Then JD threw the grenade. They heard the metallic _ping_ it made as it struck the door. Then all sound was temporarily blotted out by the concussion of the small explosive.

Olga's ears were ringing for a good forty-five seconds after the blast. JD was shaking his head, trying to clear it.

"-orry" she heard him say as her hearing returned. "I guess we were in too confined an area. That wasn't supposed to happen."

"I think we're all good" said Parks. "Let's just check the door. See if that was worth it."

The door was a bent and twisted piece of scrap metal now. JD put his shoulder up against it and shoved it easily out of the way.

"We're in" he announced.

Parks went immediately to the back of the room they found themselves in. From the glow of JD's flashlight, Olga caught a few details about the space, and what she saw didn't make her very easy.

Unlike the other rooms, this was very obviously not a lab. It was instead some sort of preparation room, though for what she wasn't entirely sure. It had several long counter tops, along with what looked like a pair of garbage chutes. Parks pointed to one of them.

"We need to get this open" he said. "It's a short cut to the RED QUEEN. Head through there, and we'll be able to bypass most of the Hive."

"Sounds good" said JD, walking over to the chute. He slung the M4 across his back, then placed both of his hands on the metal hatch's wheel, and began to turn. "This isn't so bad" he said, as he swung the door open. "No sweat."

Parks moved before Olga could react. With one deft motion he grabbed JD by the scruff of his neck, then slammed him head first into the edge of the chute. JD had enough time to grunt in pain, then he was limp. Parks removed JD's 9mm from its holster even as he shoved the other man through the chute. He had the weapon on Olga, who was still surprised by the betrayal, before she had drawn the Walther from its holster.

"Don't even think about it" he said, his voice suddenly calm and quiet. "Just toss it down the chute. And don't try anything cute. I have no compunctions about shooting you now. He just wants to feed Charybdis, or I would have killed you already."

Olga pulled the .32 out slowly, then flipped it over so that the barrel was held in her hand, the grip out. She tossed it down the chute. She was only barely qualified with the handgun, so she was pretty sure her chances in a gunfight were slim to none.

"What's Charybdis?" she asked.

Parks shook his head. "You'll know soon enough." He listened for a moment. "Salinas will have reached the end by now. I suggest you go down as well. Unconscious, he could drown, and then Charybdis will be disappointed. She prefers fresh meat." He motioned with the 9mm. "Come one, move. I have more things to do."

Unsure what choice she had, Olga dove into the chute, her vision suddenly going black as she went down, down, into the depths of the trap Parks had set for them.

The chute ended abruptly, and Olga found herself suddenly falling, before landing face first in ice cold water. She came up sputtering, only to feel a hand descend on her shoulder and pull her to her feet. She spun to see what had helped her, only to find JD, a nasty bruise over his forehead.

"You okay?" she asked him. He'd been out cold a second ago…

JD nodded, then winced when that hurt his head. "Yeah, bastard just stunned me, was all. Water woke me up." He looked around. "I heard your gun land around here somewhere, but I don't know where." He paused. "Ah, here we go" he said, reaching down and fishing her Walther out of the water. "Your gun should be ruggidized, so you'll need to change magazines, but other than that it should still work."

Olga ejected the wet magazine, pocketed it, and loaded a fresh one as she looked around. The room they stood in now was a large, cavernous one, which was full of knee deep water. It was dimly lit by several dull florescent bulbs in the high ceiling. The light reflected eerily off the walls, which were the same dull white of the rest of the Hive. Olga could also see several niches in the wall, which looked to her like they might have been concealed windows. Other than that, there wasn't anything to look at.

"Any idea what we're down here for?"

Olga shook her head. "Not a clue. He said something about Charybdis, whatever the Hell that is."

"Whatever it is, it doesn't sound good" JD said. "Well, standing here isn't gonna help us any. Let's see if we can find a way to-"

The loud roar cut him off. It reminded Olga of nothing more than the noise a bathtub made when the tub was full and someone opened the drain. She could feel the water around her legs beginning to stir.

"What the…Hell?" JD muttered, trying to look everywhere at once with the M4. Olga brought her own handgun up as well, trying to find the source of the noise.

The water in the center of the room was beginning to swirl, like a whirlpool. It was clear enough that Olga could see a dim shape as it began to rise to the surface, from some hidden alcove in the room's "deep end" at the far side.

"Uh, JD" she said, patting him on the shoulder and trying to get his attention. "I think I may have found Charybdis…"

JD spun around just as the thing broke the surface and roared a challenge.

"Fuck me" he muttered.

Gymnasium

The Hive

(Enter MAT DAWSON)

The red zombie was coming for him, and Mat didn't have a loaded gun within easy reach. What he did have was a ready supply of basketballs.

"Think fast" he shouted, hurling one of the orange and black balls at the zombie's head. The heavy piece of sports equipment struck it full in the face and caused it to stagger back. When it had recovered, its nose was bent at an odd angle, and it looked even more pissed off than it had before.

Mat didn't really care about what mood it was in. He yanked the knife out of its sheath and thrust it into the soft skin underneath the zombie's chin, and into its brain. The zombie spasmed, sputtered, and died; Mat jerked the knife out of its head and it collapsed to the floor.

He ducked himself a second later, as more gunfire erupted from up above. He crawled in the darkness to where Chad Kaplan had fallen, watching as he did the thin red laser aiming device as it searched for him.

He felt for a pulse. He'd seen the laser and tackled Chad from the side; unfortunately right on top of the basketball cart. Chad was down, and Mat was afraid the technician might have hit his head hard enough to kill him.

But he had a pulse, so Mat had one less worry. He still had some idiot with a high powered weapon taking potshots at him.

He fumbled around for the shotgun, found it, and began to reload it. He jammed three shells into the bottom, then pulled the charging handle. He still had the P90 slung on his back, but he was out of ammo for the weapon, so there was nothing he could do with the sub machinegun. So all he had to take out the mysterious gunman was the shotgun, and his Browning HP.

He collected another basketball from the cart, and hurled it at the far wall. It struck with a loud _blumf_ when the rubber met the cinderblock panel, and the laser sight immediately jerked in that direction.

Mat was up on his feet, running parallel to the sight even as the gunman opened fire on the wall; one, two, three bullets in the wrong direction. Then the sight jerked suddenly up as whoever was shooting at him reloaded their weapon.

Mat opened fire, aiming the Browning to the left of where the laser vanished into the darkness. He saw the laser jerk under the impacts, but got no other reaction. Not even a grunt to show that he'd just shot someone.

Worse, now the laser was spinning toward him.

Mat could see a large, dark slope in front of him, took them for the stairs they were, and began to climb. He heard more bullets slam into the wall behind him as he climbed, and returned fire. But he was having a hard time running and aiming, and most of his shots went wide.

All the same, the gunman didn't move, didn't take cover, didn't even flinch. He just kept firing away at Mat, as if he were a duck in some sort of crazed shooting gallery.

Mat holstered the Browning and pulled the Benelli out of its back holster. He raised the shotgun to his shoulder and fired, the 12 gauge shot hitting the gunman and finally causing him to stagger back. Mat ran closer and fired again, but the gunman was also on the move, retreating back into the room.

He saw the light suddenly vanish, and knew the gunman had ducked around a corner, or perhaps had left the room entirely. _Or he just got smart and turned the laser off_ Mat thought glumly. In any case, he clicked the flashlight mounted to the shotgun on, and shined it around.

He was standing among several exercise machines, many of which had been blasted apart by his short firefight with the stranger. As for the gunman, there was no sign of him, and a door in the back of the room was open. _Great_ thought Mat. _He _did_ decide to run away._

Mat took up a position against the wall next to the door, swapped magazines in the Browning, and loaded two new shells into the shotgun. Then he spun around, through the door and into the hallway, throwing himself flat on the floor.

Not half a second later, two gunshots rang out. Mat could see the laser from the gunman as he tried to pick Mat off, and again returned fire with the shotgun. But this time the range was a bit extreme, and Mat was sure he hadn't done any real harm to the stranger.

He stood up and ran down the corridor, hot on the tail of the gunman, whose pounding footsteps he could hear as they echoed off the walls.

He took cover around a blind corner, heard another shot and then a magazine drop, and popped around, firing the Browning as he did so. But still, if he had hit the stranger, he got no sign. He hadn't even seen any blood smears from what wounds he _had_ to have inflicted already.

He ran forward again, a few dozen feet behind the gunman. This time Mat holstered the Browning and pulled the shotgun out again, clicking on the flashlight as he raised it to his shoulder.

He could see the gunman as he ran through another set of open doors, and fired, aiming down at the floor directly behind the man.

His plan worked effectively: the shot hit the floor, ricocheted up and struck the man on the backs of his legs. For the first time, he reacted to being shot, sinking to his knees.

Mat rushed into the room, slamming the shotgun into the back of the man's head as he did so and laying him out flat on the ground. The man feebly reached for his weapon (what looked like another 8357 to Mat), but Mat kicked it away. He placed the shotgun up against the back of the man's head.

"One false move and I blow your goddamn head off" he growled. "Now, what the Hell is your problem?"

He rolled the man over, then swore when he saw who it was. "Shit!" he exclaimed, starring into the face of James Shade. "Looks like the shoe is on the other foot now, assho-"

That was as far as he got. Shade balled up a fist and slammed it into Mat's gut with enough force to actually send him into the air. He landed hard a second later, his back hitting the cold metal floor and leaving him dazed. He shook his head, trying to clear it, as Shade stood up in a slow, painful motion. Then the commando came forward, as if he hadn't a care in the world.

Mat scrambled back to his feet, making for the door. _Something's not right here…_

The door slid closed directly in front of him. He was trapped.

Mat cursed himself. This was a trap, and he'd fallen for it.

He turned back around to face Shade, reloading the shotgun as he did so. If Shade came to him, he was going to regret it. _Or will he? _Mat asked himself. _This guy's taken a lot more punishment before now, so why should three more shotgun blasts make a difference?_

But Shade didn't make any move. He just stood in the center of the room, starring past Mat at who knew what.

After about a minute and a half of watching Shade watch the wall, Mat took quick stock of his surroundings. They were in what looked like an operating theater, with galleries lining the upper walls, like in a hospital. But there were no medical supplies or equipment in the room; only large work tables and machines whose function Mat could only guess at.

There was a burst of static from up above, and Mat's head jerked to the left. One of the observation galleries had suddenly lit up, and someone stood at the window, looking down at him and Shade.

Mat gasped and raised the shotgun. "You son of a bitch!" he exclaimed, looking down the Benelli's iron sights at the man from the forest, the man with the strange clothing and the leeches, the man who'd tried to kill Mat earlier and succeeded in killing Edward.

The other man smiled grimly. "Ah, so you _do_ remember me" he said. "I was afraid your little fall off the train might have harmed your memory."

Mat's shotgun remained trained on the window. "You left something of an impression on me earlier. So now I think I'll leave one on you." His finger tensed on the trigger…

Then, somehow, Shade was across the room, had grabbed the shotgun and yanked it to the right, just as Mat fired. The twelve gauge shot tore through the window next to the man, who didn't even flinch.

Mat, for his part, found himself fighting for control of his own weapon, which Shade was trying to shove under his chin.  
"James, that's enough" the young man said, his command stopping Shade, the barrel of the shotgun in almost the perfect position to ruin Mat's entire year. "My apologies" said the young man to Mat. "I'm afraid Mr. Shade down there is rather protective of me. It would be non-condusive to your continued good health to threaten my person again."

Shade released his grip on the shotgun and calmly walked back to the center of the room. Mat reloaded another shell, and then stood with the shotgun at hip level.

"What the Hell is this?" Mat demanded.

The young man shrugged. "This, Mr. Dawson, is your proving ground. I need to know if you are worthy enough to take part in my plan."

"Plan? What plan? And how do you know my name?"

The other man smiled. "I know your name, Mr. Dawson, because I now own two of your comrades in arms." He paused, his eyebrows arching as his eyes drifted up while he tried to remember. "Edward Dooley and Kevin Dewey, I believe? Something like that, I haven't the head for names. Anyway, those two are now a part of my…plan, and I believe that you may be able to serve an even bigger part of it."

"You killed Edward!" Mat shouted. A few seconds later, he realized that the man had said someone else's name as well. "You must've killed Kevin too. Why should I help you?"

"Because, Mr. Dawson, you and I have far more in common than the corporate commandoes you've been toadying about for most of the night." He paused, as if he expected Mat to ask him what that might be. When Mat didn't, he added: "Both of us want the same thing. Both of us want to punish Umbrella for what they've done."

"Wait, you're not with Umbrella?" Mat asked.

The man nodded. "That's right. Umbrella must be stopped at all costs." He gestured around the Hive. "The commando team you've been assisting was sent here to reclaim these facilities. Umbrella hasn't learned their lesson. Even after they got some of their best people burned to death, Umbrella still wants to play with fire. And if the commandoes are allowed to complete their mission, then Umbrella will simply move back into the Hive and start again. And soon after, they'll unleash their horrors on the world. You've seen what the T-virus can do, yes? There are things deep within this lab that make it look like something from pulp fiction by comparison."

"Okay" Mat said after a moment. "Suppose I want to work with you. What do I have to do?"

"Like I said, you must prove yourself worthy."

"And how do I do that?"

Now the young man smiled. Mat shivered inwardly. "Simple. You'll need to kill Mr. Shade. That will prove your worth to me a hundred times over."

Mat blinked. "But isn't he-"

The other man snorted. "Mr. Shade is a puppet, nothing more. I need someone who can act without my direct control, without my strings on their limbs."

"And if I refuse?"

"I wouldn't advise it" said the other man. "Nonetheless, I _do _want to see how well my puppets do in combat. If you can kill Mr. Shade, then I'll allow you to leave this room." He smiled that predatory smile again. "I suggest you take Mr. Shade seriously. I believe he said he'd kill you earlier. Even in death, Mr. Shade is still a man of his word."

"Even in death?" Mat muttered. Then Shade was on him again, and Mat was fighting for his life.

Shade wasn't just strong, he was _fast_. In an instant, he was running toward Mat; speeds the zombies hadn't been able to even dream about. But Mat's encounter with the red zombies had prepared him, and Shade's sudden burst of speed wasn't so unexpected. He leveled the shotgun and fired a blast at the man's head.

Shade slid to a stop, covering his face with his hands, and slowly began to advance again. Mat lowered his aim and fired at Shade's legs, causing him to sink down to his knees. But still he came…

Mat was done with _that_. "Nice try" he said, stepping toward Shade. Before the not quite zombie could react, he had the shotgun up at almost point blank range, and squeezed the trigger.

Shot tore through Shade's arms and hands, then through his upper torso and head.

Mat looked over at where the young man stood. "Satisfied?"

"Not even close" replied the young man.

That was when Shade, who was now missing large portions of his upper body, reached out and grabbed the shotgun again. This time, he threw it in one direction, Mat in the other. The shotgun hit the far wall and clattered to the floor. _Mat_ hit the opposite one, and slid down it with a groan.

Shade rushed him again before he was even on the floor. With one hand he held Mat up, and with the other he tried his best to bash Mat's brains out.

Mat leaned hard against the wall, bent himself in the middle, brought his legs up, and kicked Shade in the gut with both feet. Shade lost his grip and staggered back, while Mat landed on his feet. He jerked the Browning out of its holster and opened fire, three 9mm bullets into Shade's head. They caused Shade to stagger backwards, but otherwise had no more affect on him than the shotgun blast.

Mat remembered his battle with the other man in the forest (_Drew?_), and how he too had been unwilling to go down from headshots. But Mat had pumped enough lead into the unfortunate former commando to make him stay down. If anything, Shade was made of even sterner stuff…

Mat dodged to the side as Shade came after him again. He backed up, then, when Shade tried to follow, shot him in the leg again. This time, though, he aimed for the knee. There was a loud crack as the 9mm and the bone were introduced to one another, then Shade sank to his knees again, a bloody mess where his kneecap had been. But he was back on his feet a moment later and coming for him again, dragging his ruined leg behind him.

"Why won't you _die_?" Mat demanded of the dead man, who unsurprisingly didn't respond.

Mat drew the Browning and shot Shade in the other leg. _That ought to slow him down_ Mat thought to himself. And it _did_; it just didn't put a stop to Shade, who was still coming after him.

"You are seriously dedicated" Mat said to no one in particular. "All the same, I think that it's about time you gave up, don't you?"

Shade didn't answer.

Instead, he unsteadily rose back to his feet. He shakily began to walk forward again.

"Come _on_!" Mat groaned. He aimed the handgun at Shade's knees again. He could do this all night if he had to…

But Shade had walked, and now he decided to run. He sprinted forward, and Mat had to lunge out of the way a second time, or else be caught in the dead man's grip. He came back up in a crouch and shot Shade in the back as he ran past.

Shade jerked as the bullets entered his upper back. He came to a sudden stop, and began to flex his shoulders oddly. It almost looked to Mat like he was trying to dislodge the bullets…

There was a clatter of brass as the bullets hit the ground. Shade had somehow managed to push them out of his own body.

"What in the Hell are you?" Mat asked, awed dread filling his voice. Shade was a walking tank, and if he could push the bullets out of his body…_Then I'm up shit creek._

Mat ejected his spent magazine, pocketed it, and loaded a fresh one. He had plenty of handgun ammo, which was a good thing because he bid fair to use it all up here.

He cast a hasty glance around the room. It was full of mechanical tools, just like he'd seen before. But in the shadows were several dull yellow drums. And if the coloring meant what Mat suspected it did…A grin spread across his face. _That could do it_.

He dashed toward one of the barrels. Midway there he spun around and faced Shade, who had tried to sprint after him. Mat leveled the handgun and shot the dead man in the knee again. Shade went down, heavily, and tried to climb back to his feet.

Mat didn't intend to let him. He jogged to where the barrel sat, placed his shoulder against it, and shoved. The barrel collapsed onto its side. Then Mat placed his foot against the side and kicked it. The barrel rolled slowly, but still faster than Shade could stand up.

"Oh no." The voice didn't come from Shade; the entire time he hadn't made a sound. Instead it came from the upper gallery, where the young man stood watching the battle.

Mat thought about saying something overly sarcastic, like "Oh yes." In the end he just decided to let his actions speak louder than his words. He raised the Browning to eye level and fired once.

The bullet hit the barrel right before the barrel would have hit Shade. Mat saw the flash, heard the explosion, and had to cover his face with his forearms as burning pieces of the barrel flew toward him. A second later he felt something sharp and hot strike him on the shoulder, and realized that his tactical vest was on fire.

He let out a pained yelp, and undid the vest's strap, letting it fall to the ground, where it was engulfed in flames. Whatever had been in the barrel was nasty stuff. It had caused the cloth outer covering of the tactical vest to ignite in a matter of seconds, and left nothing but the KEVLAR underlayer behind. What it did to Shade was even worse.

Mat looked over to where most of the flames still burned. In the middle of them lay Shade, his entire body aflame. He kept trying to use his arms to lift his body out of the blaze, but couldn't succeed, and fell back into the fire every time. Worse, most of his skin seemed to have been burned away. And what was underneath that…

It took him a minute to realize what the small blobs sliding across Shade's body were. Then Mat remembered what Rebecca had said back on the train. _He wasn't a man at all, but a bunch of leeches._ It looked like Shade had been some sort of leech man, too. Mat shuddered. He wondered what had happened to the real Shade. He had a sick feeling that this _was_ the real Shade, but with leeches that had somehow gotten inside him, and taken him over. _Like that one Japanese cartoon, what was it called? _Mobile Suit _something or other…_Mat shook his head. What the name of the show was wasn't important. What _was_ important was that Shade was now nothing more than a shuddering mass of leeches, one that was still very much alive.

Mat decided to fix that. He collected the shotgun, reloaded, then stepped toward what had once been James Shade, which was still trying to get out of the fire and not having any better luck than before.

The first shotgun blast tore it apart, leeches and pieces of leeches flying backwards out of the fire to strike the wall behind. The second blast caused the leech man to lose all cohesion, and collapse into the fire. The leeches seemed to realize that the group shape had failed, and tried to slither away. None of them made it; consumed by the fire before they had gotten very far.

Mat turned to look at the young man. "Satisfied?" he asked again.

The young man's body was trembling, from anger or sorrow Mat couldn't tell. "My…children. You've…You've burned them alive."

Mat nervously loaded two new shells into the shotgun. This guy was seriously nuts; if he hadn't known that before, Mat was sure of it now.

The young man turned to glare down at him. "Go! Get out of my sight. Hurry, before I decide to renege on our agreement and tear you apart!"

Mat needed no second urging. It didn't occur to him until he was through the new door that had opened of its own accord, and down that hallway that lay beyond that he didn't even know who the other man was. If learning meant another encounter with him, Mat didn't want to find out, either.

The Hive

(Enter RAIN OCAMPO)

There was something moving around in the darkness with her. Rain could here the sounds of taloned feet on the metal floor, but she could never actually pinpoint where the sound was coming from. Unnervingly, it seemed to be coming from everywhere at times.

She kept her grip on the MP5, a grip that was growing ever tighter. She knew that was squeezing more blood out of the wound in her hand, but she didn't care. She had accepted that she was going to die, but she'd be damned if she was going to be killed by whatever monsters were following her. She still planned to go down swinging, and to take as many of the creatures as she could with her.

It seemed that the creatures had gotten tired of stalking her. With an inhuman shriek, something leapt out of the darkness at her.

Rain pivoted, brought the MP5 to bear, and fired a sustained fifteen round burst into the scaly purple horror. The bullets caught the monster in midair and hurled it back against the wall. It struck with a groan, slid down to the floor, and shrieked again, flailing its long limbs and sharp claws in its death throes. The scream echoed around the corridor, and was answered by many more. _Dinner is served_ Rain thought grimly.

She ejected the partially empty magazine and stuffed it in her pocket, then loaded in a fully loaded one automatically. She'd recharge the other one when she had a chance. If _I have a chance_.

She could hear the others as they rushed forward. _It won't be long now._

Rain looked down at the monster she'd killed. It was big and reptilian, with a strange hood like a cobra's, a head the looked almost like a gargoyle's, and long, scaly arms and legs. The arms had long claws, which it had probably planned to eviscerate her with; the legs had oddly jointed knees that could probably propel it into huge jumps like its rather abortive attempt at killing her.

"What _are_ you?" Rain asked the dead thing. Then the cries of the hunting pack reached her ears, and Rain knew the end was near.

"You want some a this?" she shouted, firing a burst into the darkness, only to be rewarded with a scream. "Come and get it!"

She kept firing as the monsters rushed her, a wordless scream that rose over the ring of the sub machinegun as they charged.

**END OF CHAPTER 3**

** Okay, Chapter Three is now done. Chapter 4-1 is already in the works, and I'd like to have it up by the end of this week or early next week. Sorry this one had taken so long; I hope to get stuff up faster in the future.**


	20. Enter James

Chapter 4-1

Enter James

Control Room

The Hive

(Enter JAMES)

He was furious, to put too fine a point on things. He'd allowed the police officers (he wasn't sure what the other male was, but he was _with_ a cop, wasn't he?) to continue exploring the laboratories. He'd even opened up the lock inside the old UMTF building for the girl, and what did she do? She'd gone into Doctor Marcus' office, and _stolen_ one of his research journals! James was appalled. The nerve, the pure and utter _nerve_ of such an act!

But if what the female had done was bad, what Dawson, the officer working with the corporate commandoes had done was even worse. _He'd_ managed to defeat not one but _two_ of James's special colony/zombie hybrids. While the one that had once been the commando known as Vance Drew wasn't a total loss (Dawson had gotten in a few lucky shots and caused the whole thing to come apart), and James was sure that he could bring the leeches back together into another Marcus Mimic. As for the colony formerly known as James Shade…

James could still feel in his very being the children as they burned and ruptured, could still hear their agonized cries for him to save them. He knew the sound would haunt him for the rest of his life.

His fists clenched and unclenched slowly. He needed to get past the grief, and focus on the moment.

"You all right, sir?" James heard Timothy ask from behind him.

Timothy Cain was a marvel in and of himself. Somehow, James's Alpha Leech, the one which Marcus had first begun his experimentation on, had bonded with Cain on the _Ecliptic Express_. It had been through Cain that James had first realized he could use the leeches to directly control the zombies, rather than the only vague directions he had been able to give them before. He could instruct the un-leeched zombies in basic tasks (such as killing the police officer named Dooley on the helicopter), but with the leech/zombie hybrids his options were much more varied. The zombie colonies could perform much more complex tasks, and even operate firearms with some degree of accuracy.

All the same, the other colonies were a failure. They were more durable than the Mimics he had spread throughout the Umbrella laboratories, but in the end, they were still just manifestations of his will. Timothy Cain, on the other hand…

He could think for himself. That made him both an asset and a danger. He could operate with less direct control from James, but there was also the possibility that Cain might decide _he_ ought to be running things.

James didn't think that was terribly likely, though. For one thing, the Alpha had been like Marcus's first born. The idea that it would harm James was preposterous. Then of course there was the fact that Cain lacked the imagination necessary for him to even have such ambitions in the first place.

James sighed. There was only one of him. That was just how things worked.

"All is well" he assured Cain. "I was just planning our next move." He gestured about to the computer diagram on the far wall. James had full access to the Hive's electrical system; it was only by choice that most of the complex was dark. "In fact, I was actually planning on promoting you."

Cain blinked. Clearly he had no idea what Marcus had in mind.

"I must return to the Marcus labs" said James, tapping the diagram. "I want you to remain here. See what you can do to harass the commandoes. And keep an eye on Mr. Parks. I do believe that man may be insane."

Cain nodded. "Will do, sir. Anything specific you want accomplished?"

"Nothing much" replied James. "Though I would prefer it if you refrained from killing Mr. Dawson, if at all possible. The others are all fair game."

If Cain had any complaints about not killing the man who had defeated two of his brethren, he didn't say so. "Understood, sir" he said, coming to attention.

James waited for a moment. Then, the expected question came. "While I'm here, what will you be doing?"

James didn't hold Cain's curiosity against him. "I'll be taking care of the two nuisances who've broken into Marcus's old laboratory" he replied. "I feel it may be time to devote my full attention to them for the time being. I'll leave things here in your capable hands."

"Yes sir" Cain said. "Thank you, sir."

Marcus headed out of the control room, down a hidden corridor, and through the executive elevators located there. The metal floor was cold beneath his bare feet, but James was a cold man himself. He hardly noticed.

His mind was going over his next move. Dawson had hurt him, and James's first impulse had been to send his full weight against the police officer. But that would have only given Dawson the opportunity to wreck more of his plan. He and the commandoes had already done enough harm, defeating the Manticore and several dozen of the lesser instruments, not to mention the two hybrid colonies Dawson had destroyed.

No, if he were going to repay Dawson, he needed to think things through. From what he'd seen on the train, Dawson and the female officer had more than a passing association. Friends, siblings, lovers, James didn't really care what it was. All he knew was that if watching her die brought Dawson a tenth of the pain the police officer had inflicted on him, James would be all for it.

He already had a fairly good idea how he'd handle things, too. Separate the female from the other male (James had no idea who he was; he was unimportant so far as James was concerned), then bring her back to the Hive. Dawson would get to watch her die a slow (and painful) death.

Then James intended to do the same for the police officer, and the commandoes who were still running amok throughout the Hive.

The Arklay Forest

(Enter FOREST SPEYER)

They had found the tracks several minutes prior. Enrico had reasoned, logically, that if there were train tracks, then they had to go somewhere, and they had to come from somewhere else. So, either way they went, they had the opportunity to find help.

Forest wasn't so sure about that. After all, he'd always heard that the best thing to do in an emergency was to stay at the site of the accident, and wait for help to arrive. That way, whenever aid _did_ show up, you didn't end up missing each other.

Instead, they found themselves tromping all over the forest in the wee small hours of the morning. Forest _knew_ he didn't like that, but there wasn't a whole lot he could do about it, either. Enrico was, after all, in charge.

_And a lot of good he's done, too_ Forest thought to himself. And Enrico really hadn't had the best night. All contact had been lost with Kenneth, Edward, the rookie Chambers girl, and Dawson the SWAT guy. That was half the team unaccounted for, and who knew what had happened to them. And like a lot of soldiers in dire straights, Forest was starting to lay all the blame for the night's misfortunes on his captain's shoulders.

He was getting tired of carrying all of his gear, too. Walking along beside the tracks was easier going (trees and underbrush couldn't grown too close to them, after all), but there was only so much weight Forest could handle before he started getting tired. And he was reaching that limit.

When he'd first gone into the forest, he'd just had his Samurai Edge. Unlike the others, his weapon of choice (a Milkor MGL grenade launcher) was decidedly _not_ suited to use in the forest. But when Enrico had ordered the STARS Bravo team into the Arklay forest, he'd instructed Forest to take the heavy weapon with him.

Walking down the deserted rails, Forest couldn't see any reason to be humping the damned thing around. It wasn't like there was going to be a hostile armored personnel carrier that magically appeared in the next few seconds. It was just another one of the many things about tonight that Forest was beginning to resent.

"Sir, I can see something up ahead!" shouted Richard, from his position several feet ahead. With Kenneth God only knew where, he was acting as Bravo team's point man. "It looks like…Fire?"

Enrico jogged past Forest. "Let's see."

Forest grumbled to himself, but kept pace with the older man. Enrico could afford to jog; he was carrying a Steyr AUG assault rifle, a weapon nowhere near as heavy as the Milkor. Granted, Enrico was also twice Forest's age, but all the same…

"Shit" muttered Forest when he joined his two comrades. The rails took a sharp turn to the left, which had hid the building from sight until just now.

Enrico sent Forest a dirty look, which he resolutely ignored. The Captain, a devout Mormon, tended to frown on his men swearing. Forest, at this point, didn't really care. He'd always been a man to say what he felt, and right then he felt like one thing. "Shit" he said again.

"I won't disagree with you" Richard said as they stared at the…whatever the building had been before it became a fire blasted shell.

"What do you think happened?" Forest wondered aloud.

"Probably some sort of rail accident" Enrico said. "Maybe the train didn't stop soon enough. The question is, what do we do about it?"

"I say we go take a look" Forest said. "There could be survivors, or there could be a phone that we can use to call out."

For a wonder, Enrico still knew good sense when he heard it. He nodded, Richard doing the same. "Sounds reasonable. But let's be careful. This whole place could come down any second now. Watch your step. One wrong move and you'll bring the entire building down on our heads."

They still had a little ways to go before they reached what was left of the carriage house. As they got closer, Forest began to see what had to be the burned out hulks of the train cars, where they lay piled on top of each other.

He also began to get the feeling that he was being watched. Invisible eyes were staring at them from the forest, staring at them with something that almost certainly wasn't good will.

Forest thought about saying something to the others; thought, and then thought again. There was no point in making them think he was getting jumpy. Especially since, if he _was_ getting jumpy, he might make them jumpy too. And that wasn't a recipe for success.

As they got closer to the ruins, a new sensation bombarded Forest. A stench, a stench so thick Forest bet one of his grenades would have been necessary to even dent it. It was the stench of death, and of burnt flesh. Forest had only smelled it once, at a crime scene he'd been investigating as part of his first mission with STARS. And that particular crime had been an arson/murder, the killer lighting her lover and his entire house (along with his wife and two small children) on fire.

The scene there hadn't been pleasant, but this was much, much worse.

In front of him, Richard gagged. To his right, Enrico had his jaw set. He seemed to be of a mind to ignore the smell until it went away. Since Forest had a hard time believing it would, he decided to just deal with it.

"Ughh" said Richard, stepping over a burnt out body. "The train must've been full when it crashed. This is…This is awful."

Forest nodded. It certainly was.

"Let's do this quick" said Enrico, looking around at the wreck. "Quick in, quick out. Understood?"

Richard looked like he was about to protest. Clearly he still thought someone could have survived this. As for Forest, he now knew better. There was no way anyone could have survived this. The shock of the crash would have been enough to stun anyone it hadn't flat killed; after that, those who were left would get to asphyxiate, if they weren't burned alive by the fires themselves.

Richard looked like he was about to protest, but apparently realized the same thing Forest had. Forest wasn't surprised. Richard was a nice guy (some of the lady police officers were, in fact, head over heels for him because of his sensitive nature), but he wasn't stupid.

Forest moved toward one of the less badly burned cars, grenade launcher slung awkwardly over his back. He'd seen something shiny in the rubble…His hand darted forward and extracted the object, then darted back with it firmly in his grasp.

He held the small hollow cylinder just long enough for the pain receptors in his hand to tell his brain that it was very, very hot. Then he tossed the thing into the air, passing it between his hands as he tried to cool it down.

Enrico looked at him quizzically. "What's up?"

Satisfied that the metal wasn't going to brand him, Forest displayed it for the captain. "Shell casing. Looks like a 9mm. What it'd doing here, though…"

Enrico stepped forward and accepted the casing from Forest. He held it up to his eye for a moment, looking it over. "You're right" he said. "This is definitely a nine-mil. But why was it here?"

"Sir, you may want to get a look at this" Richard called from behind them. Forest and Enrico spun and walked over to him.

Richard was standing over a body, only this was one that hadn't been burned. Instead, it looked like it had been dead and buried for about a week, then someone had exhumed it and stuck it on the train.

Richard nudged the corpse's head with his boot. "Look here" he said. "Right between the eyes. Headshot, professional like."

Enrico knelt down next to the body. "I'm no CSI, but judging from this wound I'd say another nine-mil. Someone shot this man in the head, and left him here." He looked over at the train. "I think that something very bad happened here."

He stood up and looked at his two subordinates. "Okay, let's get this done. Secure the wreck. Look for anything that might explain who this train belonged to or what happened here."

They spread out, the three of them each taking a side of the carriage house. Forest headed toward a likely pile and began to dig. After a few minutes, he found the discarded butt stock of what looked suspiciously like a Western-style shotgun, the wood charred. Where the rest of the hunting gun was Forest didn't know or care. The weapon was broken, and he was already carrying a goddamn grenade launcher. He didn't need anything else to worry about.

A little more searching uncovered a body, a man in a torn business suit. Like the other, this one looked like he'd been dead for a while. But this one seemed to have died of natural causes; Forest didn't know what had killed him for sure, but he was willing to be it had been the separation of head and body.

Clutched in the man's hand was a briefcase. _That_ piqued Forest's interest. Whatever was inside, it had to be valuable. Otherwise, why would the man die with a…death grip on the thing?

The guy had a strong grip on the briefcase. Forest was stronger. If he broke a few of the man's fingers in the process of removing the case, the guy wasn't exactly in a position to complain.

Something sharp punctured Forest's hand while he was relieving the man of his briefcase. Forest bit back a curse as he jerked his hand back, blood already flowing freely from a set of nasty puncture wounds on the top of his hand. He thought he saw something slithering around in the rubble, but chose to ignore it. He took a look at the wound, decided it probably wouldn't kill him, and then removed the briefcase from the wreckage.

The case was badly burned, though still intact; more than Forest could say for the cheap lock on the top. He had no trouble prying it open.

Surprisingly, the papers inside were still intact. "Hey Captain!" Forest called out as he began to riffle through them. "I think I may have-"

He stopped midsentence, his fingers brushing over the glossy paper of one report.

His worried teammates found him standing there a few seconds later. They had come running when they heard him call out. When they arrived, Forest didn't say a word. Instead, he just showed them the piece of paper that had so interested him.

In large, bold capital letters it read:

**FOR INTEROFFICE USE **_**ONLY**_

**ALL UNAUTHORIZED USE WILL RESULT IN INACTMENT OF COMPANY POLICY 40567 SUBSECTION Y**

**SUMMARY OF ARKLAY MOUNTAINS LABORATORY**

**UMBRELLA CHEMICAL, INC.**

"Oh my God" said Richard after a moment. "Is this what I think it is?"

Enrico nodded. "I'm afraid so."

That was when the rubble began to move.

The Hive

(Enter MAT DAWSON)

Mat ran toward the muzzle flashes. His Browning cleared its holster as he moved, and he shot one of the dark shapes out of the air. The monster tried to climb back to its feet, but Mat finished it off with the rest of the magazine. Then he switched to the shotgun.

"Rain!" he exclaimed, seeing who he had rescued for the first time. "You okay?"

Rain fired a burst into one of the creatures. "Well, I've been better. Can we talk about this later?"

Mat nodded. "Fair enough."

One of the purplish lizards dashed forward. Mat brought the shotgun up and fired. The blast knocked the monster off its feet. It landed on its back and began to flail about in its death throes. Two others immediately set upon it. The wounded monster's cries ceased a few seconds later.

Mat fired again, a blast that hit all three monsters. Another leapt out of the darkness, only to be met with the Benelli's buttstock, which Mat shoved into its face. He felt teeth break, and saw the lizard stagger back. Then Mat gave it a blast of 12 gauge to the face, and it went down.

Another dashed forward while he was trying to reload. With a vicious upward slash, it tried to gut Mat. He leapt back, missing disembowelment by mere inches. But the swipe clove the shotgun in two.

The monster tried for another attack. Mat hurled the barrel of the shotgun at it, but the lizard leapt nimbly to one side and avoided the missile. But Mat wasn't out of things to throw, and hurled the other half of the shotgun.

Mat took advantage of the monster's momentary confusion to draw the Browning. He raised the weapon to eye level, lining his shot up with the monster's head before pulling the trigger.

_Click._

"Uh-oh" Mat said weakly as the empty Browning continued to refuse to fire.

The monster lunged forward again, knocking Mat off his feet. The Browning went skittering across the floor, out of reach.

Mat caught one of the monster's claws as it tried to impale his head with it. But the lizard brought the other up, ready for a killing blow.

Then its body spasmed. It opened its mouth and let out an ear splitting screech before falling backwards.

Mat sat up. Across from him he could see Rain, MP5 trained on the monster's body. When it didn't rise again, she relaxed.

"Thanks."

Rain shrugged. "Forget it. Let's just get moving."

Mat collected his Browning, ejected the spent magazine, pocketed it, and then reloaded the handgun with a fresh one. Then he remembered something.

"Hey, where's Alfonso?"

"Dead" replied Rain matter-of-factly. "He turned, so I shot him."

Mat noticed that she was breathing heavily. "You okay?"

Rain shook her head. "It's nothing. Let's just get on with it."

Mat nodded. "Okay. What's the plan?"

"We need to make contact with the rest of the team" replied Rain. "Get back together, find the control room, and get the RED QUEEN operational. After that, we're done here. I don't want to try to clean out the Hive without heavier support." She pointed behind Mat. "What's down that way?"

"Let's not go that way" replied Mat. "There was…some sort of leech monster back there. It looked like James Shade. And some weird guy. I ran into him in the forest. He killed one of my friends. It looks like he's somehow controlling the leeches. Anyway, it would probably be unwise to go back there."

Rain considered for a moment. "Shade. What did you do with him?"

"I had no choice. I had to kill him. Why?"

"Well," replied Rain, "I was his number two. So now I'm in charge."

"Hell of a way to get promoted."

Rain shrugged. "It happens. We're soldiers. We can expect to have this sort of thing happen." She paused. "I guess you're on your way toward becoming a soldier yourself. You've certainly done well for yourself. How about it? When this is all over, we might have a position for you."

Mat thought about what the strange man had said to him earlier. If the commandoes _were_ going to help Umbrella reclaim the Hive, then they would just go back to make monsters. _Can I work for someone like that?_ "Let's wait and see how this works out" Mat said.

Rain shrugged. "Fair enough." She started down the corridor in the opposite direction from where Mat had come, then paused. "Hang on. Where's Kaplan?"

Mat's eyes widened. "Shit. I forgot about him." He gestured behind him. "When we ran into Shade, he got knocked out. He's back in the gymnasium…"

"You _left_ him?" Rain said in disbelief. "Let's get going, before he gets eaten by something."

Gymnasium

(Enter CHAD KAPLAN)

Chad sat up and shook his head, trying to dislodge the freight train that seemed to have taken residence there. That turned out to be a poor choice, and simply made his head pound even worse.

Then he remembered where he was. His hands fumbled around, searching for the Beretta. His fingers brushed against the magnum's grip, and he snatched it up.

The next thing Chad realized was that he was alone. "Mat?" he called out tentatively. But his voice echoed around the empty gym.

Chad climbed back to his feet. He needed to go, get out of the area before something hungry came along. He racked his brain. If he remembered correctly, there was an emergency hatch that he could use to get to the level above him. He'd planned on heading there with Mat, but since the young police officer had apparently deserted him, he'd have to go on his own.

Chad headed for the gym's main doors, edged them open cautiously, and stepped into the dark corridor. He placed his hand against one wall, and began to feel his way along the side, counting mentally in his head. He'd been fairly familiar with the Hive's schematics when he'd been part of WONDERLAND, and even a few years later he was finding that he could still remember.

His hand ran up against the side a hatch, and Chad knew he'd found what he was searching for. He holstered his magnum, and then began the process of un-dogging the hatch.

With a metallic whir, the hatch swung open. Chad's nose immediately detected the strong stench of decay.

"Ugh" he said in disgust. It was like something had crawled inside and…

Chad had enough time to be surprised before the body burst out of the hatch and hit him, knocking him off his feet.


	21. Ambush

Chapter 4-2

Ambush

Beneath the Umbrella Management Training Center

(Enter REBECCA CHAMBERS)

The elevator turned out to be uninhabited. Using it, they had made their way down into what seemed to be the seedy underbelly of Umbrella's operation. The structure they now stood in was rust covered and worn, even more so than the rest of the facility. It was almost like Umbrella took _pride_ in the disrepair of the area…

Billy introduced two zombies to the shotgun; the only opposition they met when they arrived. All the same, Rebecca felt like there were eyes on her from the shadows, and she was sure she'd seen something small and dark slithering around in the darkness.

Rebecca looked around at the small room they now stood in. It had hallways branching off in both directions, and there were no signs to point the way.

"Now what?"

Billy shrugged. "Flip a coin?"

Rebecca closed her eyes, spun on her heel, then pointed in the direction she stopped in. "_That_ way" she said, opening her eyes.

"I don't think we'll get far through there" replied Billy, and Rebecca realized to her embarrassment that she was facing the elevator.

"Maybe not" she said. Then she saw Billy tense up beside her. "What is it?"

"Shhhh! I heard something, just now." Billy pointed down one hall. "That way, I think."

Rebecca squinted into the darkness. "Down there? I can't see any-"

"I know, but _listen_. You can hear someone running."

Rebecca paused for a moment. "You know what? You're right. Sort of. Doesn't sound like running, though. More like…Shambling?"

"Well, however you want to describe what they're doing, there's someone down there. Question is, what do _we_ do?"

"There isn't really a whole lot to think about here" Rebecca said after a moment. "There's someone down there. They might be a survivor, or-"

"Or they might be someone in the know on this nightmare" Billy finished. "So I guess that means we go play bounty-hunter and chase the luckless SOB down?"

Rebecca nodded. "Sounds about right."

"Okay. Then let's get to it."

A few minutes later…

Rebecca leaned over the railing. Below she could hear the river (_the mighty Arklay_) as it flowed through the bottom of the facility.

"They must be using the River for power" Rebecca said over her shoulder to Billy. "Makes sense. Why have all that natural energy and _not_ use it, you know?"

Billy stood at the edge of the platform. He too was peering over the edge. "I don't know where he could have gotten off to. There's nothing but a sheer drop here. I doubt the guy was suicidal, if he was running away. But where'd he go?" He gestured behind him. "Umbrella must have used this elevator thing to get across. I guess we will too."

Rebecca walked over to what had to be the control panel; a single raised console with unlabeled levers and knobs. She pressed a button, but nothing happened. "Looks like we'll have to figure out how to activate it."

Billy groaned. "Why does it always have to be the hard way?" he complained.

"At least there _is_ a way" replied Rebecca.

"Yeah, yeah. Let's just get this over with."

Then the ground shifted under them, and the platform was in motion.

"The fuck?" muttered Billy, looking around. He shot Rebecca a look, but she didn't know what was going on either.

She gestured toward the console in front of her. "I didn't do that. It's still not responding."

"Looks like someone's trying to move us on our way."

Rebecca nodded. "I wonder why."

Billy shrugged. "After the way things have gone today, it can't be for anything good, I'll bet you that." He hefted the shotgun, flicked off the safety, and racked the pump. "Let's be ready."

There was a loud _plop_ and Rebecca saw something dark and glistening land on the floor behind Billy.

"Watch out!" she called, but Billy was already turning, looking at whatever had just joined them.

"What is this?" she heard him mutter. "The 1960's? First zombies, now the Blob? C'mon!"

Rebecca leaned around, craning her neck to see what Billy was talking about.

There was a…blob puddling on the platform in front of Billy. As she watched, it slowly began to grown taller, its shape getting longer. It stretched arms out from its sides, shaking them as if they were wings, and Rebecca gasped. She could see in the dim light what the thing was made of.

Billy raised the shotgun. "Not today, buddy. Not today." He fired a blast into the center of the leech mass, causing it to double up, clutching at itself where the blast had hit. "Not so fun now, is it?" Billy shouted, firing again.

The mass sank back to the floor of the platform, holding itself erect with its arms, looking for all the world as if it were doing push-ups.

Billy pumped the shotgun. "Had enough, or do you want some more?"

But the leech mass ignored him. It began to slowly expand, like a balloon.

"What in Hell-"

Rebecca had stood watching the spectacle in silence, but now she knew what was coming. "Billy, it's going to-"

The leech mass bursting cut Rebecca off in midsentence. Leeches flew in all directions. Rebecca felt one cold, wet creature land on the bare skin of her arm. With a cry of disgust, she yanked it off and ground it down under her green high-tops.

Most of the leeches had found their way to Billy, though. She could see him on the ground, rolling around as he tried to crush their bodies with his own. He had his hands over his head, trying to keep a few of them from getting to it.

"Billy!" she shouted, rushing forward. Then she felt something slam into her stomach, and was sent sailing backward. She struck the platform's large, rusted metal cabin and felt the air leave her body. She slumped against the cabin, dazed.

When her eyes finally refocused, she saw Billy on his feet again, plucking out a leech that had somehow found its way into the pocket of his jeans. He threw the creature away, then looked around for his weapon. A few feet in front on him, the leech mass began to reform, slowly growing taller, its long arms and legs making it look like some sort of caricature of a basketball player.

"Ah ha!" exclaimed Billy, picking up the shotgun. "Here we are." He loaded in a few more shells, then pumped the weapon. "Now, how's about we-"

The leech mass, which was now towering over Billy, struck him across the face with the end of one arm.

"Oh, you did _not_" said Billy angrily. He fired a blast into the leech creature's middle. "How's _that_ feel?"

The leech mass seemed to think about that for a moment. Then it raised its fist like arm and slammed it into Billy's stomach, hard enough to send him into the air. Rebecca heard him groan in surprise, then winced when the monster slammed Billy down with its other, whip-like arm. It raised the arm to beat him again.

Then it started as the arm suddenly exploded. It seemed unsure what had become of its limb, and stared at the stunted arm for a moment. Then Rebecca shot it again with the Samurai Edge, and it turned its full attention toward her.

"Come on!" she shouted, surprising herself a little. "Come and get it!"

The monster turned away from Billy and began to shamble its way toward her, its odd rolling stride making it look as though it were some kind of marijuana-high piece of modern art, all long wiggling limbs and instability.

The arm it hit Rebecca with was anything but. For the second time Rebecca was airborne, flying backwards. She landed with a groan on the floor of the platform, but was back on her feet in a moment, ready to keep fighting.

Except the leech mass wasn't. It still stood in the same place it had hit her, stretching its arms out in the arm like it was giving an oratory. Then Rebecca saw the droplets falling from above, looked up, and realized what was going on.

The entire ceiling of the room was covered in a slick coat of leeches, which were steadily dropping down onto the massive form before her.

Rebecca holstered the Samurai Edge and unslung her MP5. She aimed at the leech mass's center mass, and pulled the trigger. A steady stream of 9mm bullets tore into the monster, which wobbled uneasily. But still it stood, growing steadily bigger, until Rebecca was unsure how it would support its own weight. Then it did something she had only seen cells do. It divided; where there had been one leech monster there were now two.

It wasn't _exactly_ the same as cell division, the scientific part of her mind told Rebecca. If it had been, then the two forms would have been the same size as the parent. As it was, they were only half as big. Not that that wasn't enough.

"Up the well known creek" Rebecca muttered, opening fire with the MP5 on one of the monsters.

Her magazine ran dry, and Rebecca released it, going for a fresh one. The nearest leech mass took the opportunity, snaking one of its whip-like arms forward. It knocked the SMG from her hands, then wrapped itself around her waist, lifting her high into the air. It swung her about for a moment, squeezing tightly, then threw her down to the cold metal deck plating. Rebecca landed face first, and was again a bit dazed. Through her blurry eyes she could see the two shapes of the leech monsters as they slowly advanced on her.

Then there was a flash of light, and one creature burst into flames. It began to flail about, the leeches that made up its body dropping as they were immolated.

"You don't like fire, do ya?" Billy shouted, aiming the grenade launcher at the second monster. It seemed to silently plead with him not to pull the trigger for a moment. Billy ignored the monster and fired anyway, the grenade striking it in the chest. The leech mass threw up its hands and rushed forward, tumbling over the edge of the still moving platform and into the Arklay River below.

Billy stepped toward her. "You okay?" he asked, his voice sounding concerned.

Rebecca blinked, trying to clear her vision. She still had streaks in her eyes from the sudden fire in the darkness, and they were making it hard to see… "Behind you!" she shouted the minute she realized what she was seeing wasn't temporary eye damage, but the fist leech mass Billy had incinerated.

It was shambling toward him, its body still faintly smoldering. Billy tried to raise the grenade launcher, but the leech mass knocked it aside with one of its springy whip-arms. Then it wrapped itself around Billy, drawing him into it.

"Billy!" Rebecca shouted, drawing the Samurai Edge and lining up her shot.

Just then something slammed into her back, and Rebecca smelled an old familiar reek that she'd hoped she'd never encounter again. She staggered, feeling claws slash eagerly at her back, and sank to her knees, crying out in pain.

Her old nemesis, the zombie baboon, stood chattering before her. Rebecca wasn't sure whether it was the same one that had nearly killed her early, but she wasn't in the mood for a tearful reunion. The monster was between her and Billy, and so it would have to go.

The little monkey leapt at her, screeching in homicidal glee. Rebecca bulled the trigger twice, shooting the monster out of the air. It thrashed once, then was still.

All the same, it had cost her time.

Rebecca heard Billy cry out in dismay and rushed forward, but she was too late. Both Billy and the leech mass toppled over the edge of the platform, into the dark abyss and the roaring Arklay below.

"Billy!" Rebecca shouted, her voice echoing in the pit. Her mind registered the platform as it stopped, felt it shift under her feet, and knew that it was at its destination. A few seconds later she realized that if Billy had fallen a few seconds later, he would have landed on the loading dock, and still been-

It took a minute for the reality to set in. Billy was gone, fallen into the darkness, her one companion in this nightmare dead before her eyes, while she was helpless to stop it.

"_No._ Billy's not dead" Rebecca said aloud. She picked up his shotgun and racked the pump. It was still warm from his touch. "He's alive. And I'm going to find him."


	22. The Tale of Rain Ocampo

Chapter 4-3

The Tale of Rain Ocampo

The Hive

(Enter JD SALINAS)

"What the Hell is that thing?" Olga demanded. She seemed angry to have run up against something she had no way of identifying. Since JD didn't know either, he didn't answer.

Instead he sighted in along his M4's scope. Once the monstrous, thrashing…thing was in his crosshairs, he opened fire.

There was a shriek from the monster as the 5.56mm bullets struck home. It swung a long, brownish tentacle at him, but JD bent double, and the wet limb swept over his head. It slapped the wall behind him with a wet smack, slid back into the water, and disappeared from sight.

Another tentacle erupted from the water next to Olga. She spun and opened fire on it with her Walther, the .32 bullets causing it to spasm with each impact.

More tentacles came into play. JD lost count at ten new ones; with all the writing about, he might have counted one twice, or missed five without ever knowing.

He fired bursts into the tentacles with the M4, watching as the 5.56mm bullets ripped one tentacle open, exposing a sickly pink colored flesh beneath. That tentacle dipped back below the water, apparently done for the day.

JD alternated his fire, shooting sometimes at the tentacles and sometimes at the massive head on the other side of the room. But aside from the initial anger, the rounds didn't seem to be having much affect.

Since the M4's main weapon wasn't getting him anywhere, JD decided to try his alternate. He crouched down in the cold water, unslung his pack, and pulled out a small metal cylinder. He exposed the M4's bottom rail, then slid the cylinder home. He removed a trio of red metal shells, then reslung the pack.

Next, he jacked the first shell into the M4's new underslung grenade launcher, wracked it, aimed, and fired down the length of the room.

There was a _whoosh_, a stream of white smoke, and the 40mm grenade began its flight. That flight terminated a few seconds later, when it struck the monster's body.

The 5.56mms had annoyed it. The 40mm grenade, on the other hand, sent it into a squall of rage. It thrashed the water furiously with its tentacles, bellowing in rage. JD saw a huge mouth open, and heard a gurgling sound. It took a moment of standing in the rapidly draining water to realize the monster was trying to swallow them alive.

"Hang on!" he shouted to Olga, kneeling down and grabbing hold of a submerged handle in the suddenly shallow water.

Up ahead, he could see that the octopus monster still had enough water to play in, while he and Olga (who had followed his example and grabbed the floor) were soon to be left high and dry.

Once it became evident they wouldn't be sucked into the gapping maw, JD let go of the handle, brought the M4 up, and opened fire. He aimed the carbine at the spot of ruined flesh on the octopus's head, where the grenade had struck.

The monster screamed in agony as the rounds struck home. Then, it lashed out with a tentacle and snatched him into the air, swinging him about like some sort of unfortunate _piñata_.

"JD!" he heard Olga yell, a good fifteen feet below him.

He released the M4, letting its strap keep it on his back. His hands now free, he drew his Sig 9mm, pressed it up against the flesh of the tentacle, and pulled the trigger. The bullet tore deeply into the monster's blubber-like skin, but only made it tighten its grip on him. JD gasped in pain, his hands spasming and causing him to drop the handgun. He heard the distant _plup_ it made as it hit the water below.

The monster was carrying him closer and closer, straight toward its gaping jaw. JD unslung the M4, and loaded a new grenade in. He had one shot…

The monster swung him over its open mouth, the dark yawning abyss spread out underneath him, waiting.

"Say _ah_" JD said through gritted teeth, firing the grenade just as the monster let go and sent him tumbling down.

The Hive

(Enter MAT DAWSON)

Rain didn't say anything as she looked down on the body of the man who had once been her commander. She didn't utter a syllable. She just stood there, her shoulders heaving slightly as she stared down at the remains.

Mat wanted to say something, but wasn't sure who what. Rain, his new comrade in arms, was in obvious distress. But he barely knew her, and he had no experience with death before tonight. The first time he'd even _seen_ a dead body had been the two cops killed on his first mission, and they had been patrol officers he'd never met in his life.

"He was the only one who wanted me."

Mat looked up, startled. "What?"

"He wanted me on his team." Rain's shoulders sagged. "I ended up with Umbrella because they were the only people at the time who would hire women as combat operatives. Nobody else was interested. Not SWAT. Not the Secret Service. Not the armed forces. The best I could expect was to be some backroom bean counter, or the bitch in the miniskirt who puts a ticket on your car when the meter runs out." She shook her head and chuckled. "Maybe that wouldn't be so bad, huh?"

"But it wouldn't have been you."

Rain nodded. "Exactly. That's how I ended up with Umbrella. They didn't care about who I was, that I was a poor _Latina _from the _barrio_ in Detroit. All they were worried about was whether or not I could shoot."

"Could you?"

Rain smiled. "Couldn't hit the broad side of a barn." She shook her head fondly. "There was this training sergeant, though. He fixed that. Toughest sonuvabitch I've ever met. He gave all of us these." She pulled her combat knife out and showed it to Mat. "See this emblem?" she asked, pointing to the symbol.

Mat leaned forward. It was the same one he'd seen on the train; the crossed swords before the red and white umbrella.

"This was our patch" said Rain. "The Umbrella Biohazard Countermeasures Service. Why Umbrella needed its own private armor I never questioned."

"It was a paycheck."  
"Yeah. That's all it was. A paycheck." Rain slid the blade back into its sheath. "But anyway. Back to One."

"One?" Mat asked.

"Yeah, that's what we called him" said Rain. "Cuz he was number one, see? Anyway, Umbrella would hire women, but that didn't mean they'd put them in the field. I was on the Corporate payroll, but nobody would put me in there unit. Nobody wanted to have a combat soldier who was a woman."

"But Olga-"

Rain shrugged. "Olga's a medic. A non-combatant in most places. Sure, she can use her gun…sort of. But she's not expected to do more than defend herself. Me, though, _I_ wanted to actually fight. But no one would have me. No one, except James Shade…"

Headquarters, Umbrella Biohazard Countermeasures

Three Years Earlier

(Enter RAIN OCAMPO)

It was the third day of sitting in Chicago. Rain was beginning to hate it. The city. Her bosses. The Company as a whole. They spent thousands of dollars training her, and now they wanted her to…what, sit on the shelf?  
"I didn't sign on for this, dammit!" she muttered to herself, angrily.

"What did you sign up for?"

Rain spun around. She'd thought she was alone in the replacement depot, waiting for the call she was sure she was never going to hear.

"Who the-" she began angrily, furious that someone had gotten the drop on her. Sergeant Oliveira had trained her specially on how to evade contact, and she was one of the best when it came to stealth. That someone could sneak up on _her_…

Then she saw the newcomer's rank insignia. "My mistake, Captain" she said quickly. "I'm sorry, sir, I didn't know."

The man (a tall black man with a bald head) shrugged. "Nothing to it, Leutenant. At ease." He gestured to a pair of chairs. "Why don't we sit down and discuss your problems?"

"Oh, no sir" said Rain hurriedly. "That won't be necessary." She had no desire to look like a complainer to her superiors.

"It's okay, Ocampo. I insist."

(Enter MAT DAWSON)

She shook her head again. "He didn't care who I was, but not like the recruiting officers. He cared that I _wanted_ to fight. He told me once that he saw a little of himself in me. When he was young. Said he'd done some bad things then, before the Company found him and straightened him out. He told me that he didn't want something like that to happen to me, so here I am. Standing over his charred remains."

"Rain-"

"Don't worry about it" she said. "It's done. Nothing to get mad about. Shit happens, especially in this line of work. He would have done the same for any of his team, or you for that matter. He…wasn't himself anymore." She looked at Mat. "You did the right thing. Thank you." Then she stuck out her hand. "Now, I want your word."

Mat took it. "Word on what?"

"I'm infected" Rain said, showing him her other hand, and the nasty bandage on it.

"Shit! What happened?"

"Alfonso" said Rain. "He turned, so I had to shoot him. But before I could, he got me." She gripped Mat's hand. "Now, I want your word. If I start to turn, I want you to end me before I become one of those…things." She shook her head. "Not one of them. Not me."

"Rain, you're not-"

"_Promise_ me."

Mat nodded. "Yeah. Yeah, I'll do it. And you'll do the same for me, right?"

Rain grinned lopsidedly. "But of course. What kind of comrade would I be if I didn't shoot you?"

Mat snorted, and they both laughed.

"HEY! CAN YOU HEAR ME?"

Mat and Rain jumped.

"What the-"

"HELLO? RAIN? MAT? COME IN!"

"Where's that coming from?" Rain asked as the two looked around.

Mat pointed to a control panel on the far wall. "There! There's some sort of intercom."

They dashed over to the panel. Rain hit a button. "Hello? Who is this?"

Control Room

The Hive

(Enter CHAD KAPLAN)

"Thank God!" he said, breathing a sigh of relief. "I was afraid I wouldn't be able to get through to you."  
"Chad?"

"The one and only. Nice to hear from you, Mat. Now, we haven't got much time."

"What's up?" Rain asked from the other end. "And where are you?"  
"It's a long story, and one we don't really have time for. After Mat and I split up, I headed for the control room. I've been trying to get the REDQUEEN operational. So far, I've got surveillance and intercoms up, but that's it. There's a manual override, but I'm in no position to get to it."

"Let me guess" said Rain. "You want _us_ to get the override switch, yeah?"

Chad nodded. "That's the idea. Can you do it?"

There wasn't even a pause as Rain answered. "Just tell me where to go."

"Now hang on a minute" said Mat. "You're not in any position to be doing any such thing."

"What?" Chad asked. "What's going on?"  
"Shut up, Dawson" said Rain irritably. "Ignore him, and tell me what I need to do."

"Rain's infected" said Mat.

"What? How?"  
"It's not that bad" protested Rain.

"The Hell it isn't!" Chad heard Mat shout back. "She's pale and looks like she's lost a lot of blood. She needs medical attention."

"I'm _fine_" Rain said forcefully.

"No, you're not" Mat replied, equally forceful. "You're not well enough to be going anywhere. Chad, where's Olga. We need to get Rain to her. See what see says."

"Well, that's part of the problem" Chad said, his eyes darting to one of the cameras he'd recently activated. "She and JD are in a bit of a fix."

"Fix?" Mat asked. "What do you mean?"

"Well, it seems they've fallen into a trap. Something my schematics are called the 'disposal,' whatever that means. It wasn't here when I was."

"So? We'll go get them out. No big deal."

"It is a little bit" replied Chad. "See, there's this…squid thing in the disposal with them. Some sort of BOW. You're gonna have to kill it before it kills them. Once you have JD and Olga, you can plan your next move. But you need to hurry. I don't know how much longer those two can hold out."

Chad didn't have a camera feed in the room where Rain and Mat stood, so he couldn't see the look they exchanged. He could hear, though. Rain's voice, over the intercom.

"We're in. Just tell us where to go."


	23. Rejects

Chapter 4-4

Rejects

Subterranean Laboratory

(Enter REBECCA CHAMBERS)

The farther down Rebecca went, the more run down the labs became. It was obvious that she was the first person to venture into them for at least a decade, maybe longer. Rust covered walkways and rotten wood doors enhanced the feeling of being inside a condemned building, and she was eager to find Billy, then head back above ground. The sooner that was done, the better.

The elevator she found was either not operational or somewhere on a floor above her, so Rebecca took a rickety set of stairs nearby. She kept the MP5, and its rail-mounted flashlight, trained down, so she could see which steps were still there and which had corroded away.

Rebecca judged she was about halfway to the bottom of the shaft when the metal groaned, and began to shake, as if something (or several somethings) had also decided to take the stairs. That was enough for Rebecca to quicken her pace and hurry down the last few flights to the ground floor.

She almost made it, too.

There was a wrenching crash, and a piercing cry from tow flights above. Rebecca heard the shriek of twisting metal, and leapt over the railing separating her from the final few steps. She dove forward a second before she would have been crushed as the entire staircase

Rebecca slowly stood up, breathing heavily as she looked at the pile of twisted metal that lay before her like a discarded sculpture. Even if she managed to find Billy, she now had only one choice: explore the bottom floor of the lab and try to find a way out.

A sudden rapid scraping (like clawed feet dashing) made Rebecca turn around. From out of the darkness leapt a shape with a high pitched shriek, a claw ready to strike.

BLAM BLAM!

Two gunshots in quick succession caused the monster to jerk in midair. It crashed into the floor, then started to pick itself up, only to receive a third bullet through the head. With a cry, the thing collapsed in a pool of its own greenish blood.

"Are you okay?" asked a familiar voice from behind Rebecca.

"Captain!" she exclaimed, turning to see Enrico as he stepped forward. He was reloading the magazine for a handgun, not the Samurai Edge, but a Colt .45 that he'd supposedly carried in Vietnam. "I'm okay."

"Glad to hear it" replied Enrico. He patted a hasty bandage on his left arm. "Those things are nasty, and they're fast. Worse, I think they were _making_ the blasted things down here." He paused. "This whole building is a lab, for-"

"Umbrella. I know. We found notes and documents upstairs. If we can ever get back to the surface, I imagine we'll have enough to make things very uncomfortable for Umbrella's upper management."

"Good." Enrico pointed down the hallway. "Forest and Richard are headed down that way. We're looking for a way out of here. We've been keeping in touch with the radios, but they don't work for beans down here. Still, if we hurry, I bet we can catch up to them." He started off.

"Captain, wait!" Rebecca shouted. "I have to-"

Enrico spun around. "You said 'we' earlier. Who's 'we'?" A hopeful look came over his face. "Have you been with Kevin, Edward, or Dawson? We've not been able to get in touch with any of them."

Rebecca shook her head. "I'm sorry Captain, but I haven't seen Kevin." She paused, steeling herself. "And I'm afraid Edward's dead. I can't be sure, but I'm afraid Mat is too."

Enrico's face softened. "Edward and Dawson?" He put his hands on her shoulders. "I'm sorry. I really am. But there's nothing more you can do for them. Don't make them die for nothing. _You're_ still alive, and you can help us bring these people to justice. Come, let's get moving."

"I can't."

Enrico stopped again. "What do you mean?"

"There's something…Mat and I found Billy Coen earlier. Since we lost Mat, he and I've been working together."

"Working with…_Coen?_" Enrico repeated in disbelief.

Rebecca nodded. "That's right. And he's saved me several times tonight, and now he's gone, and I…I can't leave him down here. I won't" she added, as if daring Enrico to tell her no.

He didn't. He just shook his head, a world weary former marine who was ready for the day to be over. "I can see there's no dissuading you." He looked over the shotgun and SMG. "You look like you can take care of yourself. Just be careful." He held out his hand.

Rebecca took it.

"The three of us are heading back above ground as soon as we can. We'll try and start a fire or something, see if we can help Alpha team locate us. If you don't find Coen, make your way up top, and turn on your radio. I'll see try to call you and guide you to us."

Suddenly, a deep throated roar came echoing out of the darkness toward them. Rebecca felt ice run down her spine at the sound: pent up, mindless rage and the desire to rend limb from limb.

Enrico looked at her one last time. He looked as if he was about to ask her to come with him, but decided against it.

"This place…it's evil. Evil things made by evil men. And it's old. The things they kept down here, they're the B team. The experiments that didn't make the cut. And it looks like somebody decided to let them out." Enrico shook his head. "Good luck, Chambers. And Godspeed."

"You too, sir."

Then Enrico was gone, headed into the darkness again. Rebecca watched him slowly disappear from sight, and try as she might she couldn't shake the feeling that she'd never see him again.

(Enter JAMES)

The pure leeches had been less than successful, he was willing to admit. He'd lost two colonies, in exchange for what? Knocking a single man off a platform? It seemed like a poor trade.

All the same, the girl police officer was alone now. Better still, the Hunter Betas he'd released into the lower levels had managed to destroy the staircase. The only way for her to get back to the surface was via the tram, and as soon as the other police were aboard, he'd block that area off. Then she'd be stuck going wherever he wanted to send her.

James could feel Timothy Cain's mind through the Alpha leech embedded in his brain. The young man was concentrating with all his energy on the subjects within the Hive. James hoped he could handle things. He didn't have the energy to run both operations. He needed a trusted lieutenant to help him.

_As soon as I have the girl, though, there won't be any need for me to be here_ James thought to himself. _I can go back to the Hive, and finish off the other intruders._

It wouldn't be long now. The girl was walking into a trap. And she had no idea…

Subterranean Lab

(Enter REBCCA CHAMBERS)

The monster Enrico had killed was indeed something to worry about. It had pebble-like green skin, like a giant monitor lizard. There were sharp claws on its hands and feet, and many needle-like teeth in its mouth.

Rebecca traced the three gunshot wounds on its body with her right index and middle fingers. Enrico had shot it with a .45, and even still the thick skin had absorbed most of the bullets' force. The two slugs that had struck its chest were still visible in the right pectoral, where they had become lodged. Only a direct headshot had been enough to put an end to the monster.

"Tough one, eh?" Rebecca said, rising to her feet. "Well, I'm pretty tough myself."

She slung the MP5 over her shoulder, then took the shotgun up. It was the heaviest weapon she had. She'd need to get close to use it, though, and if the others were as fast as Enrico had said, then she'd likely only have time for one shot. Even worse, she had only the shells Billy had loaded into the weapon. He was carrying the rest.

"All the more reason to find him fast" Rebecca muttered, heading in the opposite direction as Enrico. She needed to go deeper into the facility if she were going to find Billy.

She'd been going for only a few minutes when she heard a strange noise from up ahead: what sounded like heavy footsteps and a scratching, dragging noise. She stopped and readied herself for this new threat-whatever it was-with the shotgun held out and ready.

But the thing that emerged from the darkness was not another of the scaly monsters Enrico had killed. This was something…else.

Its skin was pale, as if it had never been in sunlight for its entire life. And it was tall, taller than Rebecca by at least a foot and a half. Its huge, naked body was well muscled. Its right arm was enormous, its hand clenched into a tight fist. Its left arm was hideously deformed, with extra long claw-like digits where its fingers ought to have been. The middle claw stretched far beyond the others like a huge blade.

But there was more.

Throbbing near the center of the monster's chest was an exposed heart, vastly disproportionate to the rest of its body, Rebecca assumed because it needed extra musculature to pump blood throughout its enormous form.

The creature stepped forward, towards her, and Rebecca could see its face in the dim light of the tunnels' slowly dying emergency panels. The thing's eyes were wide with a crazy gleam that Rebecca recognized immediately as the same look she'd seen in the baboons. Its mouth was horribly scarred, its lips either having been removed or simply never were there in the first place. Without them, it looked like it was permanently grinning at the world.

The monster took another step toward Rebecca, and she cocked the shotgun warningly. "Stand aside" she said forcefully.

The monster threw back its head, emitting a low, hungry roar. Then it lunged at her, claw first.

Rebecca dove to the side, missing the attack by mere inches. The claw slashed the metal wall behind her, sparks flying from where bone and steel met.

Rebecca rolled back to her feet, crouched down with the shotgun at the ready. She fired, the twelve gauge blast rocking the monster back on its heels. She pumped and fired again, and again the monster staggered back.

Rebecca stepped forward, firing a third time. The monster sank to its knees, dark red, almost black blood pouring from dozens of small wounds. She aimed the shotgun at the monster's heart, pumped, and pulled the trigger.

_Click._

Rebecca stared down at the weapon in horror. Four shells? That was all it had loaded into it?

"Oh no" she said quietly.

The monster raised back it its impressive height without a sound. Slowly, it turned to face her.

Rebecca dropped the shotgun. She had her arm raised for the MP5, ready to bring the sub machinegun to bear on the monster. She never got the chance.

Big and ponderous as the thing was, it was also fast. Its right arm darted forward, and Rebecca felt its big fingers close around her throat. All thoughts of shooting the creature left her head as Rebecca felt herself lift off the ground, her feet kicking wildly at the empty air below.

The scientific part of her mind knew she needed to act, and act fast. In less than a minute, she'd loose consciousness and be totally helpless. After thirty seconds, she'd suffer brain damage. She needed to free herself, and do it _now_.

That was the rational part of her head. The rest of it just pried frantically at the enormous hand that was squeezing her throat. Try as she might, though, Rebecca couldn't free herself. Spots began to dance before her eyes and her lungs burned, starving for air.

The creature held her up to its face, breathing its putrid stink into her face. But Rebecca already couldn't breathe, so the foul stench did little to change matters.

Rebecca's smaller hands slid from the monster's own, and it actually chuckled deeply in its throat. It had done what it was supposed to and could now return to the hunt.

That chuckle ended rather abruptly when it found itself starring into the barrel of Rebecca's Samurai Edge. With the last of her strength she pulled the trigger.

The monster jerked as the bullet entered its eye, passed through its skull, and exited the back. It swayed for a moment like a poorly felled tree and its hand released its grip on Rebecca's throat, who then fell to the ground in a rasping heap. The monster fell a second later, lying in a pool of its own gray matter.

Rebecca lay on the floor for a few minutes gasping as she tried to regain control of her breathing. She shook her head, trying to clear the floaters that oxygen deprivation had caused to appear in her vision.

Gingerly she touched her throat, gently probing with her fingers. After a short examination, she let out a sigh of relief. None of her neck bones had been broken.

She stood back up her legs shaky underneath her. After casting a quick glance at the dead monster, she picked up the shotgun and headed down the path she'd been on earlier. She needed to find Billy. She'd already wasted too much time.

She was already long gone when the monster began to stir again.


	24. Maze

Chapter 4-5

Maze

The Hive

(Enter RAIN OCAMPO)

They jogged to a stop, Rain leaning around a corner with her MP5, Mat watching her back with his handgun. The P90 on his back was empty, and would almost certainly remain so for the immediate future.

"Which way?" Rain directed the question to the world at large. Kaplan had opened all of the Hive's intercoms, so he could communicate with them more easily from his position inside the Hive's control room.

"You need to take a right at the next junction" replied the technician after a moment. "From there, continue straight ahead for about sixty feet. After that I'll have to switch cameras."

"What's the route look like?" asked Mat.

"Looks clear. Just another empty hallway." Kaplan thought things over for a minute. "I don't know where the infected are. All I can tell you is that wherever they are, they're not showing up on my motion trackers. That _could_ mean they're either all standing _really_ still somewhere, or they're in the store rooms below the Hive. If that's the case, I won't be able to see them, but they'll be out of the way in any case. Point is, I don't see any hostiles between you and the 'disposal'."

"Sounds good" said Rain. She turned to Mat. "Ready for a little run?"

He nodded. "Let's go."

The Hive

(Enter OLGA DANILOVA)

Olga felt her heart catch in her throat as she watched JD plummet toward the waiting mouth of Charybdis. Then the grenade hit, and the monster was too much in pain to worry about killing him. JD landed on the between the monster's tightly shut eyes and slid down the slick carapace of its head, landed in the water and began to quickly wade away from the thrashing cephalopod.

About halfway between herself and Charybdis, JD spun and watched the monster as it flailed about. "Come on, give it up!" he shouted angrily. "Just die already!"

In response, the monster sent two tentacles swinging his way.

JD lunged into the water, beneath the two limbs. He came up a minute later, water running off his body. He lowered the M4 from where he'd raised it above the water and fired a burst into one of the tentacles. "Not nice!"

"AT LAST!" a voice shouted out of nowhere.

Olga and JD looked around.

"_Chad?_" he asked after a moment, apparently recognizing the voice of their resident VIP.

"THAT'S RIGHT" he replied. "YOU HAVE NO IDEA HOW LONG I'VE BEEN TRYING TO GET A HOLD OF YOU TWO."

JD fired a burst into another tentacle that was trying to flatten him. "Well, you see, we're a little busy, so if you could speed things up just a little…"

"YEAH, I CAN SEE THAT" answered Chad's voice. "HOW'D YOU END UP DOWN THERE?"

"We got tricked" answered Olga. "We ran into Spence Parks, but he forced us down here."

There was a pause. "PARKS?" Kaplan seemed confused. "HE'S SUPPOSED TO BE DEAD, ALONG WITH THE REST OF THE HIVE STAFF." He seemed to shrug. "WELL, THAT'S NOT IMPORTANT. THE THING IS, I NEED YOU TO SIT TIGHT. RAIN AND MAT ARE ON THEIR WAY, BUT IT'S GONNA TAKE SOME TIME FOR THEM TO GET TO YOU."

"That's…Great…Advice" muttered JD as he and Olga dodged a pair of tentacles. "Any other brilliant suggestions?"  
"DON'T DIE?" Chad offered.

"Great" said JD sarcastically. "Thanks."

The Hive

(Enter MAT DAWSON)

They rounded another corner, only to have it split off in two different directions.

"Now what?" Rain asked, eying the fork warily.

"THERE ARE TWO SEPARATE SWITCHES REQUIRED TO OPEN THE DRAIN AND FLUSH THE DISPOSAL" replied Chad.

"Naturally, they're down opposite halls" Mat said.

"THAT'S RIGHT" replied Chad. "YOU'LL HAVE TO SPLIT UP."

Mat shot Rain a concerned look. "Are you-"

"I'm fine" Rain said irritably. "Don't worry about me, just get this over with."

"OKAY PEOPLE, HEAD DOWN THE HALLS. I'LL WALK YOU THROUGH THE REST OF IT."

Mat took the right hand passageway, Browning held at the ready. Chad said he didn't see anything on his cameras, but Mat wasn't willing to be his life on that.

He muscled open one of the still unresponsive sliding doors, then stepped into what had to be a maintenance room, complete with pieces of equipment in various states of repair strewn about. Along the left hand wall was an enormous window, a view on a huge room with lights on inside. Despite the need for haste, Mat stepped closer to the window, eager to see what was through the wall.

He flinched back a moment later when a huge tentacle slammed into the window, causing the glass pane to wobble loudly. Mat raised the Browning instinctively, training on the tentacle as it slowly peeled away from the wall, its suction cups making popping noises as they let go.

"EASY MAT" said Chad over the intercom. "JUST GET A MOVE ON. THAT THING'S GONNA KILL JD AND OLGA IF YOU DON'T HURRY."

Mat headed into the next room over, almost shooting a huge rubber bio-suit hanging from a locker when he thought it was a zombie. Taking a second to catch his breath, he headed to a large metal box on the wall.

"Okay, I'm here" said Mat, holstering the handgun and examining the metal casing. "The panel is behind some sort of box. There's an electronic lock next to it, but I don't know the code."

"OKAY, HANG ON MAT, I'M GONNA TRY TO ACCESS MY CODE BOOK. HOPEFULLY IT ISN'T LOCKED AWAY INSIDE THE RED QUEEN. IF IT IS, YOU'LL HAVE TO EITHER FIND THE CODE WRITTEN DOWN SOMEWHERE OR TRY AND GUESS IT."

"Or there's option three" said Mat.

"I DON'T THINK THAT'S SUCH A GOOD-" The rest of Chad's sentence was cut off by the double gunshots from Mat's Browning HP. He reached into the twisted metal around where the lock had been, found the catch, and manually unlocked the box.

"There, I got it" he said. "Now what?"

"OKAY, YOU'LL SEE A SERIES OF SWITCHES. YOU NEED TO POWER THE DRAIN UP FROM YOUR END. TO DO THAT, YOU NEED TO BUILD UP A CHARGE. THE INSTRUCTIONS SHOULD BE ON THE PANEL."

"Got it" said Mat, reading through the note stuck to the inside of the box. "Why is nothing ever simple with you people?"

Chad snorted. "DON'T ASK ME. I JUST WORK HERE."

The process seemed simple enough to Mat. All he needed to do was build up a powerful enough charge in the switch, without creating too much electricity. He flipped a series of switches, and was rewarded with a happy chime as the main switch announced it was ready.

"Okay, I got it."

"GOOD. NOW, RAIN'S GOT HER'S UP TOO, SO ON THREE, I NEED YOU BOTH TO FLIP THEM. READY?"

"Sure" replied Mat.

"OKAY. ON THREE. ONE. TWO. THREE!"

Mat grabbed the switch and jerked it down with all his might. There was a great deal of resistance, and it wasn't easy going. Still, he managed to force it down.

There was a whir from somewhere behind him, followed by the steady thrum of the pumps as they began to work. A deep gurgling sound came from below him, and Mat assumed the water was being pumped out of the chamber next door.

"OKAY, WE GOT IT" said Chad. "NOW, JUST HEAD BACK TO THE-OH SHIT!" Chad's voice broke off sharply.

"Hey! What's going on?" Mat shouted, to no avail.

A second later, he heard the sounds of an MP5 fired on full automatic. "Rain!" he exclaimed, heading back into the maintenance room.

With a loud screech, one of the purplish monsters leapt out of the shadows. Mat did the first thing that came to mind, and yanked his combat knife out of its sheath. He ducked below one of the monster's claws, only to have it slam its shoulder into his chest and knock him off his feet.

The monster leapt into the air, ready to bring its claw down on Mat's gut. But Mat rolled to the side, and the claw instead struck the unforgiving concrete floor of the maintenance room. With a sickening crunch, it broke apart.

The monster screamed at the pain from its ruined digit. It screamed ever louder when Mat plunged the knife into its chest.

Unfortunately, it also spasmed and jerked away. Mat held onto the knife, but it was firmly in the monster's body. With a crack, the blade broke in half, the tip still sticking out a nasty wound in the creature's chest. Mat was left holding the broken hilt and less than half an inch of blade.

"Dammit, why do you guys keep breaking stuff?" Mat demanded of the creature.

By way of answer, it lunged for him again. Mat slashed it across the arm with the ruined knife, then rolled out of the way, drawing his Browning. He came up on one knee, as if he were proposing to the purple reptile. But instead of a ring, he leveled the handgun and fired three shots.

He might as well have thrown rocks at it. The creature kept coming, screaming wildly and swinging an arm to behead him. Mat escaped decapitation by a mere split second, the claw whizzing over his head and destroying the tool shelf behind him.

Mat rolled back to his feet and opened fire again, bullets hitting the monster's body. He saw brief flashes of dark blood from the gunshot wounds, but the flow quickly stopped. The only injury that still bled was the large knife wound. It was almost as if the creature could instantly stop the bleeding.

Mat realized the handgun was getting him nowhere. He dove underneath the large work table that sat in the center of the room, scrambled out on the other side, then stood back up. The monster glared at him from the other side, poised to spring.

"Not again" Mat scolded. Then he kicked the table across the room, pinning the monster temporarily against the window.

The creature screamed in rage and tried to shove the table aside. But its claw-like hands were no good for gripping things, and they only slid futilely around the table.

Still, that was only a temporary solution. Mat needed a way to put the monster down permanently. He looked around, frantic for something heavier than the Browning.

His eyes fell upon a single battery powered nail gun that was sitting on one of the tables. Mat darted for it…the same instant the monster managed to shove the table aside.

The table's wheels sent it skidding across the room, hitting Mat in the back of his legs and knocking him off his feet. Desperately he crawled forward, while the table, its momentum arrested, slowly slid over him.

He heard a groan from above, and knew the monster had leapt on top of the table, waiting for him to show himself. He couldn't reach out and take the nail gun anymore.

Instead, he put his back up against the table and heaved. He heard the monster squawk from above, then felt the table get lighter as it slid off to the floor. He tried to drop the table on top of the monster, but missed. The creature leapt back to its feet, claws flashing again.

Mat felt back, away from the sharp, painful teeth of the creature's claws. He reached blindly up at the table behind him, his fingers closing on the grip of the nail gun.

"Ha!" he shouted, jerking the power tool off the repair table. "Enjoy!" He pulled the trigger.

Nothing happened.

The monster and Mat stared at each other in confusion, unsure what had just happened. They both recovered within seconds of each other.

Mat realized he had two problems. First, while the battery in the nail gun was at least partially charged, the tool was locked to prevent accidental firing. He flipped off the safety switch, only to be confronted by problem number two: there were no nails in the gun.

"Oh shit!" he exclaimed.

The monster lunged forward again, barely missing his head again. Mat kicked the monster's leg out from under it, then scrambled to his feet, his hand grabbing hold of a box of likely projectiles that sat on the table. Frantically he tore open the clear plastic, fitting one of a belt of nails into the power tool as if it were the stripper clip for a rifle.

The monster lashed out, racking a claw across his lower leg. Mat cried out in pain and went down, feeling warm blood run down his skin underneath his blue uniform pants. Then he had to banish all thoughts of pain from his mind as the creature leapt at him again.

Mat raised the nail gun and squeezed the trigger. There was a crack and the nail flew forward, a little lower than Mat had aimed but more or less on target. It didn't punch through the creature's brain; instead it entered the throat and exited out the back. The results were the same, though. The creature landed hard where Mat had lain a few seconds before, spasming as it slowly drowned in its own blood.

Mat stood, leveled the nail gun, and fired. The monster was still.

Mat looked the nail gun over, feeling the weight in his hands. It was heavy, heavier than the Browning, true. But it also packed more of a punch. Mat collected the box of nail "clips" from the floor and read the label. 10mm NAILS. He snorted. The projectiles were bigger than what the handgun fired as well. He picked up a few more boxes and a couple of spare battery packs, before flipping the nail gun back off. There was no sense it letting it die.

Thus armed, Mat headed back towards Rain. Now that he was secure, he could go check on her.

He made his way back to the fork, took the other one, and cautiously walked along the inside wall, near the large window. If Rain was still alive, she would have just come out of combat and might shoot him by accident. If she wasn't, he'd still be able to get the drop on her killers.

The hallway he was in was the mirror image of the one he'd just left, with a repair room and a room behind it with the actual switch. He passed a pair of dead monsters in the first room, their bodies riddled with bullet holes. 9mm shell casings and an empty MP5 magazine showed that Rain had made a stand here, then apparently fallen back to the next room.

Mat removed the clip full of nails from the nail gun, then fastened it to his belt before drawing the Browning, which had a faster rate of fire. He darted to the side of the door, pressing his back up against the wall next to it, Browning at the ready. He leaned to the left, peeking his head around the corner, but didn't see anything.

He had only one choice. As quickly as he could, Mat charged into the switch room, handgun up and at eye level. But the room was empty. Rain was nowhere to be seen…

Mat felt the barrel of a gun in the small of his back. "You need to look more carefully" said Rain from behind him. "If I had wanted to, I could've splattered you across the walls when you looked around the corner." She lowered the weapon. "You get it done?"

Mat nodded. "Yeah." He gestured down the hallway. "I see you got a visit from our old friends too. It's odd that they managed to show up here right when we'd least expect them, like they'd been following us all this time."

"That, or someone told them we were coming."

Suddenly there was a chirp from the intercom. "GOOD JOB GUYS" Chad announced. "THE DISPOSAL'S BEEN DRAINED. JD AND OLGA CAN FINISH OFF THIS CHARYBDIS THING. HEAD BACK TO THE FORK AND I'LL BRING THE SERVICE ELEVATOR UP. WE CAN MOVE ON FROM THERE."

The frantic battle with the lizard monsters had pushed all thoughts of JD and Olga out of Mat's head. "C'mon!" he said, gesturing to Rain. "Let's go watch this. See if they need any help."

Rain nodded. "Yeah. Be nice to watch somebody else get to fight for a change."

The repair room on this side had a large window just like the other one, this time on the right. Mat and Rain stepped up to it; allowing them to get their first look at the monster JD and Olga were fighting.

With the water in the room almost completely gone, they could see the beast's entire body. It resembled nothing more than an enormous octopus, with a bag like head and dark brown skin. But instead of eight tentacles, this one had at least thirty, which seemed to vary in size from a few inches across to a foot. These it waved feebly at the two commandos on the floor below, who were creeping up on it.

JD dashed between the slicking looking tentacles, sidestepping one that tried to crush him, firing a burst into another with his M4. He used one tentacle as a ramp, scrambling up on top of the creature's body. He planted his feet just below the creature's eyes, said something inaudible, then emptied his magazine into the thing's brain. The octopus screeched, spasmed, and died. JD changed magazines in his weapon, then hoped down.

"OKAY FOLKS, I NEED YOU TO HEAD TO THE ELEVATOR AT THE FORK IN THE HALLWAY" said Chad. "JD AND OLGA WILL BE UP SOON ENOUH."

The Hive

(Enter OLGA DANILOVA)

The elevator turned up out to have been built into the wall, cleverly disguised in the smooth white surface. The doors opened with a barely audible chime, and she and JD stepped inside.

"You did good" said JD from beside her.

"Thanks" said Olga. "I didn't do much, though. You did all the heavy lifting."

"Yeah, but you didn't get suckered by Parks" replied JD bitterly.

"Which reminds me: let's take a look at the head of yours."

"I'm fine. Really, I'm-"

JD cut off in mid protest when Olga simply reached up, grabbed his shoulder, and forced his head down to her eye level. She squinted into the dark mass of his hair, sticky with blood. JD hissed in pain when she probed the wound with her fingers, but Olga didn't stop.

"Doesn't look so bad" she said after a moment. She took a battle dressing out of her pack and dabbed at the wound. "I think we can wait to treat this, but we should cover it with something all the same. That'll keep it from getting infected."

"Will this work?" JD asked, pulling a folded up dark baseball cap with the service logo on it out of his pocket.

"Probably" answered Olga. "Is it clean?"

"Reasonably" said JD; not a reassuring answer, but what she'd have to work with.

The doors slid open with another quiet chime, and there stood Rain and Dawson. Neither of them looked to be particularly well, but Rain was looking especially pale.

"OKAY" Kaplan's voice said over the intercom. "NOW, THE SCHEMATICS I'VE FOUND INDICATE THERE'S A MANUAL ACTIVATION SWITCH ON YOUR LEVEL. I'LL GUIDE YOU TO IT."

"Boss, you okay?" Okay asked. Rain was swaying from side to side.

"She doesn't look so goo-" Dawson started to say, when Rain collapsed against him. "Shit!" he exclaimed, catching her and lowering her to the ground.

"Rain!" exclaimed JD, rushing over to her, Olga close behind.

"You were with her" Olga said looking at Dawson. "What happened?"

"She got bitten" said Dawson. "Alfonso, he, she said he turned into a zombie and went after her. Bit her, so she killed him. She's infected now, what do we do?"

"I don't know" said Olga, her mind racing. "Alfonso got infected, and turned within the hour. How long Rain will last depends on how strong she is."

"Chad, we need to know the location of the infirmary, ASAP!" JD shouted to the empty air.

"THE INFIRMARY IS LOCATED ON THE FIRST TIER, ONE BELOW THE ONE YOU'RE ON NOW" Kaplan informed them. "BUT THE ELEVATORS TO THAT LEVEL AREN'T FUNCTIONING. UNLESS YOU WANT TO DRAG RAIN DOWN ABOUT FORTY STAIRS, YOU'LL NEED TO REACTIVATE THE RED QUEEN."

Olga and Dawson looked at JD, the next senior man. "What do we do?" the medic asked.

"We need to get Rain help" he said. "Mat, you stay with Olga and Rain. I'll go turn on the computer."

Dawson shook his head. "No, you need to stay with your team mates. I've got this."

"Are you sure?" JD asked. "What weapons are you carrying? Where's your shotgun?"

"The shotgun got broken when we were fighting these nasty lizard things, and my P90's out of ammo" Dawson answered. He hefted a strange looking tool that had been hanging on his belt. "But, I have this. I'll be okay." He stood.

"MAT, HEAD BACK OUT INTO THE MAIN HALLWAY, THEN GO LEFT. I'LL DIRECT YOU FROM THERE."

"Good luck" said JD called after him.

"NOW, YOU NEED TO HEAD TO THE INTER-TIER ELEVATOR" Kaplan said. "I'LL GUIDE YOU THERE."

Olga and JD propped the unconscious Rain between them, her arms over their shoulders. Both drew their handguns, eyes alert for danger as they set out into the darkness.

The Hive

(Enter MAT DAWSON)

"NOW, HANG A LEFT HERE" Chad told him. Mat did so, flashlight and Browning at the ready. "GREAT. THERE IT IS."

Mat hadn't seen any signs of fighting since the men's locker room. He did now, though. Blood splattered the Hive's sterile white walls. A few were pockmarked with bullet holes. Tellingly, there were no bodies in this room. Apparently whoever had been doing the shooting hadn't known how to stop the infected.

"NOW, YOU SHOULD SEE A BIG METAL DOOR UP AHEAD" Chad said. "THROUGH THERE IS THE POWER ROOM."

Mat shined his flashlight ahead of him. It fell on what he could only describe as a hatch, an enormous stainless steel door which hung partially open. On the other side, through a small sliver, there was light.

"Roger that, Chad" said Mat. "I see it."

He stepped cautiously forward, his boots kicking aside spent shell casings. He made his way to the door, then held his breath, his ears alert for any noise on the other side. When he didn't hear anything, he eased the door open with one hand, the other sweeping the room with the Browning.

The light inside at first dazzled his eyes, and for a few awful seconds Mat couldn't see anything. As his eyes adjusted to the new level of brightness, he took the room in.

There _were_ bodies here, three of them, two in odd yellow jumpsuits; the third, a woman, looked like some sort of lawyer. She was leaning against a wall, holding a handgun, the slide locked on an empty chamber. The wall behind her was red with blood from where she'd killed herself.

"Shit" Mat muttered. "Looks like some people got locked in here and killed themselves." He couldn't be sure of that; the only person who was armed was the women, but that was how things looked to him. "What do I need to do now?"

"THERE SHOULD BE A LADDER IN THE BACK OF THE ROOM. CLIMB UP THAT, THEN HEAD DOWN THE SHAFT. THAT WILL ALLOW YOU TO BYPASS THE RED QUEEN'S DEFENSES."

Mat headed toward the back of the room. Sure enough, there was the ladder. He holstered the Browning, then started to climb. At the top, there was a small hatch, which Mat twisted open. Instantly the smell of stale air assaulted his nose.

Mat climbed into the small crawlspace, his flashlight directed ahead of him. He couldn't see anywhere something could hide, but all the same…

The walls of the tunnel were shiny, and it took Mat a few seconds to realize that they weren't walls at all, but windows. And on the other side, something was _moving_.

"Gah!" he exclaimed when he shined his flashlight on the glass. On either side of the tunnel was some sort of tentacled mass, like living vines, which swayed rhythmically.

"Chad, what the Hell is this outside the crawlspace?"

There was a pause. "THE SCHEMATICS AREN'T TERRIBLY SPECIFIC. THIS WHOLE AREA WAS BUILT AFTER I WAS FINISHED WITH THE PROJECT. BUT ACORDING TO THIS, THEY'RE SOME SORT OF DEFENSE MECHANISM. A HYPER REGENERATIVE SYMBIENT, WHICH THESE CALL 'NE'. DON'T WORRY; I DON'T THINK IT CAN ENTER THE TUENNL. THAT'S THE SAFE WAY THROUGH HER DEFENSES."

Mat didn't find that terribly reassuring. He scrambled the rest of the way through the tunnel, found the hatch at the other end, opened it, and dropped down into a starkly white room.

"Okay" he said. "I'm through."

"GOOD. NOW, YOU SHOULD SEE ANOTHER CIRCUIT BOX ON THE FAR SIDE OF ROOM" Chad told him. "OPEN THAT, FLIP IT, AND THE RED QUEEN WILL BE BACK ONLINE. AFTER THAT, OUR JOB GETS _SO_ MUCH EASIER."

Mat looked around the room. He cringed when he realized that the walls were of the same clear material as the tunnel, and full of the squirming mass of creature. He spotted the box and headed over to it. The shorter amount of time he had to spend here, the better.

Mat had expected the box to have a lock, but not even that stood in his way. In all, he was surprised the whole operation had been as easy as it was.

He pulled the box open, revealing the switch inside. Just like the one required to open the drain, this one was locked in the up position. Mat took it with both hands and pulled down. There was a brief shower of sparks, a whirring noise, and the lights flickered.

"CONGRATULATIONS, MAT" said Chad. "MISSION ACCOMPLISHED."

Mat didn't feel very triumphant, though. He needed to get back out of this room, get back to the others, and help them get Rain to the infirmary before it was too late.

He took two steps, heard a whistling noise behind him, started to turn, and felt the lead pipe slam into the back of his head and knock him off his feet.

The Hive Control Room

(Enter CHAD KAPLAN)

The screens in front of Chad flashed red for a moment, then went black.

"Hello" said the voice of a little girl. "I am the user interface, or UI, for the super computer RED QUEEN. You may call me Alice."

Chad grinned. "Hello, Alice. It's been awhile, hasn't it?"

There was a brief pause. "Accessing. Employee file: Kaplan, Chad F. WHITE RABBIT. Computer technician." The tone of Alice's voice changed. "Hello Chad. It _has_ been a long time, hasn't it? How are you?"

"I've been better" Chad said honestly. "But we have more important things to discuss. Right now, one of my teammates is in need of medical attention. I need you to allow them access to the first tier."

"First tier access?" Alice repeated. "Done. I assume they are the three individuals currently on the way to the inter-tier elevator. It will be waiting for them when they arrive."

"Thank you Alice. Now, I need you to-"

"As per directive MH-0-9-3 from HATTER, thawing process initiated in all sectors currently in cryo-freeze preservation."

"What?" Chad asked. Cry freeze was a fail safe in the Hive meant to control a contamination. "Why was cryo-freeze activated? On what tiers?"

"Tiers three and four are currently completely frozen" Alice answered. "Certain parts of all other tiers are also frozen."

"Hold on. Why? On whose authority?"

"Why, the MAD HATTER, of course. Who else?"

Chad blinked. "MAD HATTER? What is that?"

Alice chuckled. "Chad, you really aren't as quick as you used to be." She let out a simulated sigh of disappointment. "MAD HATTER is the system administrator, of course."

"System administrator? But that's-"

The rest of Chad's sentence was cut off by a low moan. He whirled around, only to see a trio of zombies staggering into the control room.

"How?" he exclaimed, his voice cracking. He hadn't seen any zombies since the gym, aside from his brush with a long dead and non reanimated Hive worker inside the elevator. "Where did these come from?"

"Cryo-freeze, on this level" replied Alice. "They've been kept in stasis as per Administrator Parks' orders." She let out an impish chuckle. "I think he was saving these three for you specifically."

Chad felt a sickening feeling. He _did_ recognize them: Rachel Addison, David Murphy, Thomas McWain. With himself and Spence Parks, they made up Project WONDERLAND. Somehow, Parks had lured them here, killed them, and infected them with the T-virus.

"This…this is sick!" Chad exclaimed. "Why? Why'd he do this?"

Alice chuckled again as Chad drew his handgun. "I don't know. I think he just felt like being exceptionally naughty one day. Well, enjoy your presents, Chad."


	25. Rearmed

Chapter 4-6

Rearmed

Tunnels Beneath Umbrella Laboratory

(Enter REBECCA CHAMBERS)

Rebecca ran down the corridor, toward the sounds of running water. Ahead she could see what looked like a natural cavern, probably the track the Arklay had eroded through the mountains.

The river ran between two platforms, which looked almost like they were designed as moors for boats. A few rocks jutted out in the fast moving currents, and on one of those rocks was-

"Billy!" Rebecca exclaimed.

Billy stirred a little. He looked blearily over at her from the rock. "Rebecca?"

"Billy, just _hang on._ I'll try and figure out how to-no!"

Several dark shapes had begun moving toward the rock Billy clung to. He let out a weak groan as one darted past him, his fingers loosing their grip. With a cry, he slid off the rock and back into the river, which took him rapidly down stream.

"Billy!" Rebecca shouted, running along the platform after him.

She didn't get far before another of the dark shapes came after her. With a splash, a…thing leapt out of the water and landed directly in her path.

It looked like one of the greenish lizards Enrico had killed, but with smoother, amphibious features, including webbed claws and a huge sack below its wide mouth. _Like a giant frog_ she thought, remembering what Billy had said earlier.

It came for her, but she wasn't interested in fighting. With one fluid motion she brought the MP5 up, aimed at the creature's legs, and pulled the trigger. The frog monster cried out in pain. Rebecca shoved it aside and kept running, not even waiting for it to splash back into the water.

She slammed into the side of another hatch, opened it, and hurried through. The next area was much the same as the first: a large cave with a high ceiling and the river running through the middle of it. But here, there was also the addition of a long, thin concrete isthmus which stretched from one artificial bank to the other. _Please God_ Rebecca thought silently. _Please let him be there._

Two more of the frog creatures leapt out of the river. They were down by the concrete bridge, though, not paying much attention to her. Instead, they were focused on something (or some_one_) clinging to the edge.

Rebecca didn't have much time. If those creatures managed to dislodge Billy, they'd be able to drown him in the river. She needed to put an end to them, and do it fast.

She unslung the MP5. Larger than her handgun, she was more confident in being able to hit the creatures from here. She looked down the weapon's iron sights, found the head of one monster, and squeezed the trigger. The buttstock of the MP5 kicked against her shoulder, and three shell casings fell from the SMG.

The frog monster looked up in confusion, the bullets passing near its head. It scanned the room with its apparently poor eyes, trying to figure out who had shot at it.

Rebecca cursed her inexperience. She hadn't held her breath while she was aiming, so the rounds had been a little off target. She'd just have to try again.

Only, she wasn't going to get a second chance. The frog monster she'd shot at spotted her, gestured toward her with a webbed hand, screeching at its fellow. Now, it was do or die.

"Then die" Rebecca said coldly, taking a deep breath. She pulled the trigger.

On the bridge, the talkative frog monster threw up its arms and fell into the river. Its companion cocked its head in confusion, unsure what had happened. Rebecca squeezed off another three round burst, and it didn't ever wonder about anything again.

She slid the MP5 back where it had been, then ran across the wet concrete walkway. Soon she was next to Billy, who was clinging to the side of what she now realized wasn't a bridge at all, but a dam.

"Billy? Can you hear me? Billy!"

"Rebecca?" he groaned. "What's with all the yelling? My head is _killing_ me."

"Sorry" she said, not sorry at all, just glad he was alive. "Here, take my hand, and I'll pull you up." She lay down on the dam, then stretched her hand out. Billy feebly reached out and took it. With a heave, Rebecca hauled him out of the river.

"Easy" she said as soothingly as she could. "Easy. You're safe now."

Billy squinted up at her. "Rebecca? You…You saved me."

She nodded. "Yes, I did. Now hold still. I need to see if anything's broken."

He smiled weakly. "Alright. Just don't get any funny ide-" He broke off suddenly, coughing violently.

"Billy!" Rebecca exclaimed. "Billy, talk to me! What's wrong?"

But Billy couldn't talk. He thrashed violently, his face turning red.

"Billy!" she shouted again, unsure what the problem was. Then, all at once, she did.

"Oh!" she said, rolling Billy onto his back. Immediately he explosively coughed water up, spraying at least one cup out onto the dam.

"Thanks" he said after a minute. "That's a bit better."

After that Rebecca managed to examine him without incident. Aside from a bruised rib and some minor cuts and scrapes, he was fine. With a grunt, he managed to get back to his feet on his own.

"You okay?"

He nodded. "Yeah. Let's just do this."

A Few Minutes Later…

They had explored the cavern, searching for a way out. The first door they came to was locked, the second was a dead end, but the third was something useful.

"Well now, what have we here?" Billy asked, gazing at the impressive store room before them. His headache seemed to have subsided, and he was more or less his usual self again.

"It's like an armory" Rebecca said, stepping into the room behind him.

It was another cave, essentially, with a wall and door erected on one side. It was also apparently below the level of the river, which-judging by the lines of rust on some of the railings-seemed to overflow its banks occasionally. As a result, the rear of the room, which slanted down, was flooded, and several of the wooden crates in the back were floating.

Racks lined both walls, containing a plethora weapons in various stages of disassembly and repair. Rebecca saw a trio of MP5s, as well as what looked like a box with a handle (Billy identified it as a MAC-11 tactical machine pistol), a pair of M4 assault rifles like what some members of the RPD used, a pair of Benelli shotguns, and several different types of handguns and revolvers.

Billy's Colt had stayed with him during his little river run, but had become water logged. He emptied the two magazines he'd been carrying, then took the weapon apart and tried to dry it out as best he could before recharging the mags with ammo he took from a box on a shelf.

"It'll have to do" he said after a moment.

He also collected two boxes of shotgun shells, which he removed and shoved into his pockets. He took the shotgun from Rebecca, reloaded it, and racked the pump.

Rebecca collected a few more magazines for her MP5. She also found a pair of Beretta 92FSs, whose magazines were interchangeable with her Samurai Edge. Lastly, she took a spare box of 9mm rounds, to recharge the magazines she already had.

With the grenade launcher now several hundred feet above their heads, Billy decided to discard the shells he'd been carrying. As compensation, he took a look at the revolvers on the wall.

"No way!" he exclaimed, taking one with an abnormally long barrel off the wrack. "Do you know what this is?"

"A hand-cannon?" Rebecca offered.

Billy shook his head. "_This_ is a piece of history." He broke open the weapon and spun the cylinder. "This is a Colt Peacemaker. A lawman's gun." He shook his head in wonderment. "I wonder how Umbrella ended up with one. I mean, this baby's in great shape. It's…It's like a museum piece."

"Then take it with you" Rebecca said. "Who knows? It might come in handy."

"You know what? I think I will" said Billy. He grabbed a metal tab of bullets (he explained it was a speed-loader) and shoved it into the Peacemaker's cylinder, gave it a twist, and jerked it back out. He picked up two more, then stuffed them and the revolver into the web belt, which had somehow managed to stick with him throughout the night's misfortunes.

"Ready?" he asked.

Rebecca nodded. "Let's go."

(Enter JAMES)

He couldn't believe it. How could two people be so hard to stop? It was inconceivable. His children were among the most efficient hunters in the world. Yet somehow, every time, the two interlopers had managed to evade him.

Not even the failed Tyrant experiment, the "ProtoTyrant" as the lab technicians had jockingly called it, was enough to put an end to their meddling.

James had had enough. He could forget about revenge on Dawson; these two had killed nearly as many children as the other police, and he was through trying to capture them. They _would_ die. He would ensure it.

He stretched his mind out to the children who had hitched a ride on the Pre-Tyrant. It would get one more chance to do his bidding. It would do, or it would die trying. And if it failed, James had other things in store for the meddlers.

Marcus had been a master chess player. Both he and James had a fondness for the chess-allegory. The infected were nothing more than his pawns, pieces of little use and almost no value; easily killed and easily replaced. The Stinger, the creature he'd attacked the _Ecliptic Express _with, as more of a Rook; a powerful piece in its own way, but of limited use. The Prototype Hunters had been his Knights; powerful pieces that he now realized he had wasted by using them incorrectly, as many inexperienced players did with their knights. The Tyrant was his only Bishop, a powerful piece, but not quite his ultimate, not quite his most powerful. That was his, was _Marcus's_ Queen. And if his Bishop failed, then the Queen would come into play.

James grinned at the thought. He couldn't wait to put her into use.

**End of Chapter 4**

**Chapter four is now done, and I'm not sure when I'll be able to upload more (or even when I'll be able to upload this). I'll keep working on the story, but I can no longer make any promises as to when more will go up.**

** I've noticed that people haven't reviewed the chapter I put up on Sunday. I'll admit that that's probably my fault, for not asking for reviews. I want them! I need them! I crave them! Without reviews, I don't know if anyone is reading the story. Please, please, please review!**

** -Godzillafan93**


	26. Rematch

Chapter 5-1

Rematch

The Arklay Forest

(Enter KENNETH SULLIVAN)

Kenneth was relying heavily on his MP5. The weapon, in addition to being suppressed, had a night-vision scope attached, and was at this point the Bravo Team point man's only method of seeing in the pitch black forest.

Kenneth had been the STARS Bravo team's resident teddy bear: a great guy to everyone he met. He, along with Joseph Frost before the other had transferred to the Alpha team the previous week, had often kept the others in stitches with their running insult laced banter. The teasing was always in good taste, and helped defuse any tension in the STARS unit.

Then, Kenneth had been hit with a bombshell. His wife of nine years was leaving him for another man, and taking his only daughter, Karen, with her. Michelle, his soon to be ex-wife, had already had their backs packed when Kenneth came home from work one day; they would stay with Michelle's sister in Chicago. Kenneth, who had lived to be a father, was devastated. He just shut down; no longer the wise cracker his team mates had known and loved. Now he was just cold and quiet, almost emotionless. He was still the same competent police officer he had been, but he wasn't the same man, and his team mates (even the new girl, though he didn't know her well) were worried about him.

Kenneth didn't see anything for them to worry about. He'd just keep doing his job. Life would work out…or it wouldn't. He didn't give a good goddamn one way or the other.

He'd been out of radio contact with his team for some time, though not because his radio had been damaged, as had happened to Edward Dewey. Kenneth was out of contact with his comrades because, at that very moment, most of them were either underground, about half a dozen away, or dead.

When the STARS had split up at the MP crash site, Kenneth had followed one set of dog prints. An expert tracker, he'd had no difficulty staying with the trail; no mean feat with all of its twists and turns. Therefore, he had taken the long way across the Arklay Forest, not along the Umbrella rail line like the others.

Though Kenneth would never learn it, he'd had the easier journey of the two. Throughout the entire night he had not seen a single infected. In fact, he hadn't seen a single sign of human habitation. That changed when he followed the dog prints through an old, worn down stone perimeter fence that was crumbling and half chocked out with vines and moss.

"What the-" he began; not even finishing what almost certainly would have been a curse.

In front of him was an abandoned but nonetheless grand mansion. With the limiting nature of his night-scope, Kenneth couldn't see much of the building, but what he did see was truly spectacular.

He noticed that several of the mansion's windows glowed with an eerie green light, and lowered the MP5. Just as he'd suspected, there were lights on inside the Mansion.

_And if they have electricity, they probably have a phone too_ Kenneth reasoned, striding toward the door.

Kenneth lowered the MP5 and walked briskly to the front door of the mansion. Before going inside, he lit a flare and set it down outside the building. The green smoke would rise above the tree tops and show his team where he was.

It never occurred to him to wonder why the pack of obviously homicidal dogs, whose trail he had been following, had stopped so suddenly and abruptly here, outside the derelict estate.

Umbrella Management Training Center

(Enter WILLIAM BIRKIN)

Birkin clutched the handgun so tightly that the knuckles on his hand were white. His eyes darted in all directions, searching for danger that he _knew_ was waiting around one blind corner.

He had passed several of the infected on his journey through the subterranean tunnels that connected the UMTC to the listening post in the Arklay Forest. The first he had simply panicked and run past, hoping the monsters would leave him alone, and that strategy had worked for some time. But soon they became too numerous, and Birkin was forced to shoot down his former coworkers.

It wasn't so much that he harbored any sentimental feelings toward them as it was that Birkin was simply unused to having to do his own cleanup work. Usually he had corporate commandoes to do all his dirty work for him. Even when he and Albert had had Doctor Marcus assassinated, they hadn't been the one to pull the triggers. They hadn't even entered the _room_ until after the shooting was done.

Birkin just wanted out. Out of the UMTC, out of Raccoon City, out of this nightmare his work had become. He hurried down a deserted corridor, not even pausing to look at the zombies who groped blindly for him. Ahead was a computer terminal. Just input a few simple codes, and all of he'd go a long way toward solving all his problems.

Beneath the Umbrella Labs

(Enter BILLY COEN)

Though he wouldn't ever consider telling Rebecca about it, Billy's sides hurt every time he inhaled. He was sure he'd at least bruised most of his ribs, and had managed to pull what felt like every muscle in his left arm. But he didn't want Rebecca to worry about him any more than she clearly already did, so he kept his mouth shut.

He wasn't sure what to make of her mad dash to save him. It wasn't that he wasn't grateful, and it wasn't that he wouldn't have done the same for her. He was just unsure of her motives. Billy felt responsible for Rebecca. She was young and inexperienced and a bit of a danger to herself and those around her. He couldn't bring himself to leave her behind in such a nightmare.

But Billy was none of those things. Both he and Rebecca knew that at least _he_ knew what he was doing. So why did Rebecca come back for him? Why had she abandoned her one chance of escaping this Hell hole for him? She'd told Billy about her encounter with her captain, and it didn't make sense. Or at least, not a kind of sense that Billy wanted it to make.

When he'd left her earlier, she had reacted badly. At the time, Billy had thought she had some sort of Stockholm syndrome-esque crush on him. He managed to convince himself otherwise as the night had progressed, but now he wasn't so sure he hadn't been right the first time.

At the moment, it made no difference. But when it came time for them to part company a second time, how would she take it? Billy mentally squared his shoulders. He'd worry about that when the time came.

They were checking all of the doors in the cavern. So far, outside of the armory they hadn't found much of note. Billy hoped that would change soon; otherwise their only alternative was to go back the way they'd come.

They stepped through a pair of heavy doors, and immediately Billy blinked. Unlike the rest of the cavern, this room was actually lit with more than emergency bulbs. It was _bright_.

"What is this place?" he heard Rebecca ask. He turned to face her, and for the first time saw the dark lines that nearly encircled her throat.

"What happened to your neck?" he asked, concerned. When she looked at him in confusion, he elaborated: "It's all bruised."

"Oh!" she exclaimed. "Well, there was this…thing in the tunnels. It attacked me, but I managed to kill it."

"Why didn't you say anything before?" Billy demanded. It was one thing if some zombies had attacked her; they were old hat and rather easy to deal with. But this thing had apparently tried to strangle her to death with a single, large hand.

Rebecca shrugged. "I didn't think it was important. I dealt with it, so it won't be a problem again."

"You should have said something. I didn't know you were hurt-"

"I'm fine" said Rebecca. "It's just a bruise, that's all. Nothing more serious than that."

"You still should have said something" Billy said again.

"I didn't…I didn't want you to feel-" Rebecca started, only to break off.

"You didn't want me to feel what?"

"I didn't want you to feel guilty" Rebecca said after a moment. "I didn't want you to feel guilty because I got hurt."

Billy blinked. That was the same reason he hadn't told Rebecca about his own injuries. Maybe their lines of thought weren't so divergent after all.

Billy didn't say anything. The truth was he _did_ feel guilty. Rebecca had almost died because of him. He resolved he was going to make sure she escaped now. After what she'd gone through because of him, he owed her.

He turned to examine the room. "I don't know what this place was" he said, answering her earlier question. "Whatever this room was, though, I doubt Umbrella uses it for that anymore. This whole place is run down and-" He had been looking the room over as he talked. His eyes fell on an old and sadly familiar sight, though, and he stopped.

"Billy?" Rebecca called out as he dashed to the edge of the rusty metal walkway they stood on. "Billy, what is it?"

Billy sank to his knees before the ruined pile, the old stench of decay still heavy in the air. Memories flashed before his eyes; distorted, but there nonetheless. Screams of terror and of pain, the steady bark of the Marines' M-16s. The crackle of fire and stench of burned flesh.

"Billy?" Rebecca said, stepping over next to him. "Billy, what is-Ugh!" she gasped as the shapes resolved themselves.

They were people, or at least had been people. Then Umbrella had bent their bodies to its will, and twisted them into the monsters that now lay before them. But Umbrella had apparently been unsatisfied with these experiments, and had taken these unlucky soles to this remote corner of their laboratory and had them murdered.

"Why?" Rebecca asked, her voice faint with shock. "Why would they do something like this?"

"To cover their tracks" Billy replied. He ground his teeth angrily. "Umbrella made these people what they were, and then killed them because it was inconvenient to keep them alive." His whole body was shaking now. "They were murdered in cold blood."

After a moment, he stood up. "Come on" he said. "There's nothing we can do for these people anymore."

Rebecca shook her head. "You're wrong there. There _is_ one thing we can still do for them." And she pulled Marcus's diary out of her vest. "We can show the world what Umbrella did to them. We can make sure they never do it to anyone again. We can make sure these people, and everyone else who's died, didn't die for nothing."

Billy nodded. "You're right. We have a duty, a duty to them and to the rest of the world."

Up to that point, Billy hadn't paid much attention to the water. Like most of the rooms in the cavern, this one was about half full. But when that water began to churn, Billy took notice.

"What is that?" he asked Rebecca as a shape leapt out of the water and landed on the other side of room, between them and the only way out.

Rebecca was shaking her head in disbelief. "No. No, I killed you! I shot you in the head!"

The creature didn't seem very interested in being told how dead it was. With a deep throated growl it lunged forward, the long claw on one hand raised to strike.

Billy and Rebecca dove in opposite directions as the monster's momentum carried it past them. It spun and bellowed angrily at them.

Billy and Rebecca both raised their handguns and opened fire. Or, at least Rebecca did. Billy's Colt was still wet and refused to shoot.

"Shit!" he exclaimed, shoving the weapon back into his waistband. He remembered the shotgun, though, and brought it up.

The naked beast ran forward again, intent on spearing him through the head with its claw. Billy didn't move from where he was crouched on the ground, aiming down the weapon's iron sights.

"Billy!" Rebecca shouted when the monster was so close he could reach out and touch it.

Billy did reach out and touch it, but not with his hand. When the monster was all but on top of him, he pulled the trigger. It staggered back, a gaping hole in its gut from the point blank shotgun blast. Billy stood up, racked the pump on the shotgun, and fired again, another blast that rocked the creature back. It staggered into the railing of the platform; one more shot and it tipped over the edge backwards, plunging into the water. There was a cloud of dark black blood, then nothing.

"Let's see it come back from _that_!" Billy shouted. He turned to Rebecca. "Come on, let's get moving. Before any other unwelcome guests show up."


	27. Betrayal

Chapter 5-2

Betrayal

The Hive

(Enter JD SALINAS)

"This way!" he shouted, pointing down one hallway. Rain was fading fast, and they needed to get her to the infirmary as soon as possible. Behind them, Olga jogged with her Walther drawn and ready, watching their backs. They hadn't seen any infected on this level, but that didn't mean they didn't need to be cautious.

They hadn't heard from Chad in about fifteen minutes. JD hoped that was because the intercom system on this level was down. Otherwise, they were up shit creek…

"Here!" he exclaimed, gesturing toward a closed door. With Rain still leaning heavily on him, JD raised one boot and kicked with all his might. The door swung open, striking the wall behind it with a heavy bang. "Through here" he shouted, beckoning to Olga. "Hurry!"

He half carried, half dragged Rain into the infirmary, the lights automatically coming on due to some unknown proximity sensor. JD didn't care why they were on, he was just grateful that they were; otherwise he'd have had a hard time finding a bed to lay Rain down on.

"Hey!" Olga shouted to the empty air. "We need the anti-virus, stat!"

"Voice print acknowledged" replied the voice of a little British girl. "You'll find the anti-virus in the large metal cabinet on your left, Corporal Danilova."

Olga hurried over to the cabinet in question, tearing it open. Inside was a collection of hypodermic needles, the kind which looked like some sort of hot glue gun. Olga grabbed one, placing a clear cylinder of a green liquid inside.

"You still with us, Boss?" JD asked, looking down at Rain. Her eyes were closed, but she nodded.

"Looks that way" she muttered.

"Okay, Lieutenant" said Olga, placing the hypo up against Rain's neck. "I'm going to give you a shot. You might feel a slight pinch-" The rest of her advice was drowned out by Rain's scream.

"Arghhhh!" she cried, her teeth clenched in pain. "That does _not_ feel good!"

"It's okay" said Olga, her voice only subtly changed to show her concern. If JD hadn't known her as well as he did, he wouldn't have caught that. "The worst is over. The anti-virus is in your system now. How fast it takes affect will depend on you. How do you feel?"

Suddenly, Rain sat bolt upright.

"Sweet Jesus!" JD exclaimed. He took a step back, startled. "Rain?"

Rain shook her head violently, as if trying to clear it. "Holy mother _damn_!" she said after a moment. "I definitely _feel_ better." She looked over at Olga. "Is it supposed to fell that way?"

Olga shrugged. "Honestly, I have no idea. Virology isn't my specialty."

"The effects of the anti-virus are temporary" announced the RED QUEEN. "Lieutenant Ocampo will need regular administration, once every half hour, for the next forty-eight hours to completely reverse the effects of the T-virus. Otherwise, she will succumb and die."

"That's pleasant news" said Rain cheerfully. She pointed to JD. "You. Load up on what you can. I feel giddy, but if what the computer says is true, I'm gonna be flat on my back again soon."

Olga shook her head. "Don't worry, El-tee. JD's carrying a lot more gear than me. I'll take it."

"You sure?" Rain asked.

Olga nodded. "All I have to carry is my rather pointless med kit and my handgun. Not very heavy, either of them. JD here's gotta haul ammo for the M4 and his handgun, plus a bunch of other gear." She pulled her bag off, unzipped it, and loaded in the hypo. She looked around at the tables for a moment, then took a large rack off one and began to stock it with more of the green-filled tubes. "There. I've got enough for about three hours here. That ought to be long enough for us to get back to Kaplan and call for backup. Then I'm placing you on the first chopper out of here. You've done enough. You deserve some rest."

Rain shook her head. "I can sleep when I'm dead, and that hasn't happened yet." She unslung her MP5 and chambered a round. "Come on, let's get a move on. We still have work to do."

The RED QUEEN's Power Room

The Hive

(Enter MAT DAWSON)

Mat crumpled to the ground after the first blow, his hands shooting out to keep himself from falling on his face. He crouched there for half a second, the back of his head throbbing angrily.

Then he heard a grunt behind him, and rolled out of the way a second before the sharpened end of the lead pipe drove itself into the floor.

Mat was on his back by this time, and kicked out at the man trying to wrench his make shift club out of the floor. The man staggered back, but still managed to wrench the pipe free. He brought it up, waving it at Mat.

Mat was back on his up, kneeling with the Browning leveled. "Drop it" he commanded. "Put it down before I blow your head off."

The man was breathing heavily. He wore a torn business suit and Mat got the distinct feeling that this was the most strenuous thing he'd ever done. All the same, he ran forward, swinging the club.

Mat went to pull the trigger, and froze. It was one thing to shoot someone who was already dead. But to shoot a clearly flesh and blood man, a man who Mat could look in the eye? The idea made Mat hesitate.

His attacker did no such thing. He swung the pipe into Mat's wrist, knocking the Browning out of his hands. It slid across the floor, out of reach. Then the man tried to drive the pipe into Mat's gut.

Mat understandably took exception to that, and grabbed hold of the end of the pipe, stopping it before it could spear him to the floor. The other man's face worked excitedly, his skin glistening with sweat. For whatever reason, he very badly wanted to kill Mat Dawson.

He forced Mat back until he felt the glass wall strike him from behind. That gave him a desperate idea.

He loosened his grip on the pipe, while at the same time shoving it to the side. The man's own momentum did the rest. With a cry of victory turned horror, he lunged forward, driving the pipe not into Mat but the tank behind him.

Mat rolled out of the way, snatching the Browning HP up as he did so. He turned around, aiming the weapon at his assailant, only to learn that he was that man's greatest concern. He was starring at the spider web of cracks that ran up and down the tank, in every direction away from the pipe he had inadvertently stuck in the glass. After a few tense seconds, during which the glass failed to shatter, he let out an audible sigh of relief.

"That was close" he said, turning to Mat. "You have no idea how bad it would have been if the parasite had gotten out. It's driven to feed on any life form, and-" The rest of what he said was cut off when the glass suddenly exploded, a long reddish-black tentacle snaking its way out of the tank. It wrapped around the man, who let out a somewhat effeminate scream while it lifted him back into its writhing mass. With a lunge he was absorbed by the tentacles, which then turned its attention toward Mat. He decided it would probably be a good idea to be somewhere, anywhere, else at that moment.

He made way for the ladder, but thought better of it. With the tight quarters of the tunnel, he'd have no where to run from the monster. The only other choice was a large steel vault-like door before him, and it was closed.

Mat stepped forward. He reached his hand out for the door's control panel, only to have it hiss open on its own. Mat hurried into what looked like a wider and _whiter_ version of the tunnel above it. The door at the other end also opened. All Mat had to do was sprint across, and he'd be home free. _This is the RED QUEEN's security?_

"Piece of cake" he said, dashing into the room. A second later, he felt a tentacle wrap itself around his ankle and jerk his feet out from under him.

That act ended up saving his life. A second later, a long, thin red beam of light sliced through the air above him.

"You gotta be fucking kidding me."

Mat looked down at the tentacle around his ankle, which was trying to reel him into its mouth. He fired at it with the Browning, but the handgun bullets did nothing.

Then he tried the nail gun. The mass of tentacles, which was in the process of hauling itself out of the tank, spasmed when he nailed one to the floor, causing it to release him. Mat scrambled to his feet, fired the nail gun twice more at the "parasite," then watched a tentacle wrap itself around the nail gun.

"Alright, fine!" he said, letting go of the power tool. "You want it, you can have it!"

He sprinted through the tunnel, rolling under another laser and out of the chamber. He ran past the bodies in the next room, noting in horror that the parasite had already broken out here, but was too busy eating the corpses to worry about him. Mat thanked a God he only had mild belief in, then ran into the darkened corridors of the Hive. The monster would eat now, but he knew that it would follow him soon enough.

The Hive

(Enter OLGA DANILOVA)

Not being in contact with Kaplan was becoming a problem. Without his assistance, they almost immediately became lost in the labyrinth that was the Hive.

A pair of the strange purple lizard monsters Rain said she and Dawson had run into earlier managed to appear out of nowhere and (tried) to ambush them. JD hosed one down with his M4 carbine, while Rain and Olga managed to take down the other with well placed handgun shots. Rain's MP5 was nearly empty, so she was saving its ammo for something more deadly than two rather inept lizard prowlers.

They tried several doors. Some were locked while others didn't hold anything of real value. What was particularly maddening was the fact that the Hive didn't have any form of signage. It was almost like the designers had _planned_ for people to get lost.

They came to a large metal door, with a heavy wheel on the front, like some sort of safe. JD took one side of the door, Olga the other. They both provided cover for Rain, who holstered her pistol, then gripped the wheel with both hands and turned. With a heavy groan the door slid open.

The three commandoes hurried inside, scanning the room with their weapons at the ready. Satisfied that it was clear, they took stock of what they'd found.

Apparently this was the security force armory Kaplan had mentioned when they had first entered the Hive, what seemed like years ago but was more like a handful of hours. Weapons stretched from one end to the other, and it wasn't a small room.

Rain headed in one direction, collection three magazines for her MP5, as well as stripper clips to reload the ones she already had. She slid the metal strip into each of her empty magazines, then pulled it out. The thirty 9mm bullets on each clip stayed with the magazine, which was now again ready for use.

Olga collected more .32 ammo for her Walther, then picked up a small Skorpion SMG, which fired the same round. The weapon resembled a short box with a scaled down version of the AK-47 "banana" magazine and had a flip down stock that Olga tested before she added the weapon to her arsenal. She figured that the heavier rate of fire offered by the submachine gun would be beneficial if anything else nasty showed up before they could call for extraction.

"Look at this!" shouted JD, hefting a large sniper rifle, its wooden stock and grip polished so that they gleamed in the armory's light.

"What is it?" asked Olga, not recognizing the weapon. She was a medic, not wise in the ways of guns; she'd only known the Skorpion because she'd trained with one upon joining the UBCS.

"This," said JD, patting the rifle, "is a Dragonov SVD sniper's rifle. It's semiautomatic and fires the same 7.62mm round as the AK-47. You won't find a more reliable weapon anywhere." JD pronounced the word _Drug_onov, the way a Russian would. Olga could appreciate that.

"What use is that?" Rain asked, shaking her head. "We're inside, for God's sake. Where are you going to be able to snipe?"

JD just grinned. "Oh, you never know. This baby is gonna come in handy, and you're gonna be glad I have it, you mark my words."

"Well, I think we can go now" said Rain. She pointed to a door at the back of the room. "Let's see where that leads."

"Hang on a second" said JD. He headed over to the same rack Olga and Rain had visited, taking three thermometer-shaped magazines and a box of ammo off a shelf. He added those to his pack, which already had to be loaded down with 9, 5.56 and 7.62mm ammo as well as magazines and clips for his other weapons.

"What are those for?" Rain asked. "You're just weighing yourself down."

"Mat's P90's empty" said JD, loading the last of the oddly shaped magazines into his bag. "These are 5.7mm rounds. I'm sure he'll be happy to see them."

"You're probably right there" Rain said after a moment of thought. "Let's stop wasting time and go. I don't know about you two, but I'm ready to be done with this op."

Olga smiled. "Yeah, I could use some sack time. What about you JD?"

The marksman shook his head in mock disappointment. "Sleep? You guys. This is what we signed on for!"

"I don't know" said Rain. "None of the literature I saw for this job that said _anything_ about the undead or octopuses the size of my house."

"You might have a point there" said JD as they headed into the next corridor.

The hallway they were on was dark, dank, and apparently without any branches. It was like a sort of funnel, forcing them in one direction.

"I don't like this" said JD. "It feels like we're being lured somewhere." That matched Olga's thoughts to closely for comfort.

The hallway ended in a large, much better lit room, shaped like a cul-de-sac. A balcony ran the length of the room, and there was a door directly in front of them. Rain strode over to it and gave it a yank.

"Shit!" she exclaimed when it didn't budge. "It's locked."  
"You've all come a long way" said a thickly accented voice from above them. Instantly all three of the commandoes' automatic weapons were raised, looking for whoever was speaking.

"There!" shouted Olga, spotting a man in a torn business suit standing atop the balcony that ran the length of the room.

Rain gasped. "You!" she exclaimed. "You died! What are you doing here?"  
"Boss, who is this guy?" JD asked, not lowering his weapon or taking his eyes off the speaker. Too much had gone wrong tonight for him to let his guard down.

Rain was clutching her MP5 tightly. "_That_ is Major Timothy Cain. He's the man who planned this operation. He's the asshole who didn't give us the fucking intel we needed to know what was going on. He's the reason Vance, Alfonso and Shade are dead."

The man Rain called Cain shook his head. "Well, I don't think _all_ the credit belongs to me. After all, it was Umbrella who made such superb fighting machines in the form of their BOWs. They deserve at least some credit." He grinned. "And my master and I intend to show the world what they've been doing here."

"Master? What have you been _smoking_?" JD asked, confusion and scorn in his voice. "What are you, turning traitor because some shit went bad? Nah, I've seen worse sites than this in my days with the Company."

"Me too" agreed Rain. "This isn't the worst cleanup I've ever participated in."

Cain shook his head. "The mere fact that Umbrella needs employ people like us in reason enough to bring them down." He shrugged, then raised his arms. "My master ordered me to kill you, but I had hoped I might convince at least some of you to help us. Seeing as I can't…" He dramatically lowered his arms.

The lights in the hallway suddenly came on, and Olga saw that it wasn't a funnel at all. Both sides were lined with windows, which hadn't been visible until the lights on the inside came on. Now she could see what had watched their passing.

"Guess that explains where all the zombies were" JD muttered, shifting his aim to the mass of infected that pressed against both walls.

"You will join us one way or the other" said Cain. "If not willingly, than my master can make use of you as puppets." He turned and stepped out of view. "_Bon apatite_."

There was a sound of shattering glass as the zombies burst through the windows and made their way toward the three commandoes.

"What do we do?" JD asked Rain. Olga noted the fear in his face and voice, and didn't feel too good herself. If _JD_ was shaken, she was terrified.

Rain pulled a fragmentation grenade off her vest, pulled the pin, and hurled it into the mass of infected that was slowly converging on them. "Make a hole. We fall back to the armory. There's enough gear there to let us take shelter for awhile. The grenade she'd hurled exploded with a meaty smack, hurled bodies (and piece thereof) in all directions, and put a period to Rain's sentence.

"Fair enough" said JD. He flicked the fire selector switch on his M4 to semi-auto, then went to work. "Come on, Olga. Let's go."

Olga fired her Skorpion in short, controlled bursts at the monsters' heads until the magazine ran dry. By that point the zombies were so close that she couldn't reload, and instead switched to her Walther, dropping two zombies in quick succession.

"Cover me!" she shouted. "I'll get the door open!"

"Roger that" said Rain coldly as she and JD swung into position, backs to her while she worked the wheel on the armory door.

But the wheel wouldn't turn. Horrified, Olga tried and tried in vain, but still it wouldn't budge. "No good."

"What?" JD asked irritably.

"The door won't open!"

"You gotta be shitting me!" the marksman shouted, reloading the M4. He didn't even bother catching the empty magazine; he and Rain were just letting them drop. They'd collect them if there was time; otherwise it wouldn't really matter.

"This way!" shouted Rain, pointing toward one of the rooms the zombies had come out of. "I can see a ladder. It's our only shot."

"Roger that" said JD, pulling a grenade off his vest. "Frag out!"

They ran forward, threading the needle through the zombies still left on their feet by the blast. They reached the ladder with relative ease; most of the infected had already left this room and had a hard time turning around.

"Go!" said Rain, patting JD's shoulder. "Give us cover from up above."

JD looked like he was about to protest, but then nodded. "Roger. I'll check and make sure this is a viable route."

Rain and Olga put their backs up against the wall, firing into the mass of zombies that slowly pressed in on them.

After what seemed like eons, they heard JD's voice call down from up above. "All clear!"

Rain looked over at Olga. "Go. I'll follow you."  
Olga shook her head. "No ma'am. I see that look in your eye. No last stands. You go first. I'll be right behind you."

Rain looked like she was about to argue, but Olga stayed firm.

"We've already lost our CO. We need you to report back to the Company what happened. Go, I'll be right behind you!"

Rain didn't look happy, but nonetheless she began to climb. When she was about halfway up, Olga reslung the Skorpion (she had managed to reload it during the firefight) and started her own ascent.

"Go on!" she shouted to Rain, who had stopped to watch her. "I'm on my way up!"

"Watch out!" Rain shouted, her voice full of horror.

Olga felt a cold hand grip her ankle and screamed as it began to try and drag her back down. She kicked out frantically at the zombie, but that only allowed them to grab her other leg as well. With a cry she lost her balance and fell into the mass of uplifted hands.

"No!" she heard JD cry out, while at the same time Rain shouted her name.

"Go!" shouted Olga from the undead mosh pit. She cried out as one of the dead sank his teeth into her shoulder, then screamed again as they forced her off their shoulders and onto the floor. "Go!"

The infected were all over her, tearing at her body with cold, bloody hands. They knocked the Skorpion away from her, but Olga vainly reached for it anyway. That effort cost her as more and more zombies sank to their knees around her, pulling chunks of her body off with their teeth.

Olga had expected herself to be in shock by now, but she wasn't. She was fully conscious the entire time. She screamed again, her hands flailing at her killers. Then her hand brushed the top of the Walther. With the last of her strength, Olga drew the handgun.

She thought she heard one of her team mates call her name, but she wasn't sure with all the noise of the feasting zombies. Then she placed the Walther up against her temple. She put a little pressure on the trigger, and everything was suddenly better.


	28. Her Majesty the Leech Queen

Chapter 5-3

Her Majesty the Leech Queen

Beneath the Umbrella Labs

(Enter REBECCA CHAMBERS)

They ended up going down the same way Enrico had. Since the elevator Enrico had used would almost certainly have just led them back into the laboratory, it was the only logical choice. Rebecca had been afraid she'd run into her teammates and have to explain her relationship with Billy, but since _he'd_ suggested it…

But they didn't run into the STARS, or anyone else. For whatever reason, none of the infected had made their way down here and whatever test subjects had managed to escape, if there even had been any, had apparently come up short against Enrico and his men. The tunnels had a certain stillness to them, and it made Rebecca uncomfortable.

Still, they sloped upward, and that fact counted for more. Billy stopped and pointed to a sign.

EMERGENCY ELEVATOR AHEAD

IN CASE OF CONTAMINATION OR EVACUATION,

PROCEED THIS WAY

"I think we may be able to use that" he said, deadpan.

"I think you might be on to something there" Rebecca answered.

They headed in the direction the sign indicated. Ahead they could see a pair of heavy iron doors, the word ELEVATOR written across them in chipped white paint.

"This is it" said Billy, putting his hands on one door while Rebecca took the other. "This is the first leg of the end of this nightmare. Are you ready?"

Rebecca nodded. "You have no idea."

Together they pushed the door open. Rebecca stepped forward eagerly, expecting to see the elevator that would lead them to the surface and freedom. Her eyes found it, sure enough (it was more of a large car on a conveyor belt and rather hard to miss), but not before she saw the thick coating of slime that covered every surface in the room.

"My God" said Billy, stepping in beside her. "Look at them."

Rebecca already was. She couldn't stop looking at the leeches that covered every inch of the room. There had to be thousands, if not _tens_ of thousands of them. The engine of the _Ecliptic Express_ had been covered in the same slimy carpet, but Rebecca would have bet there were far more leeches here than had been aboard the entire train.

"Magnificent, aren't they?" said an unfamiliar voice. Billy and Rebecca's heads both jerked up, searching out the source of the voice.

It resolved itself a moment later; a young man (Rebecca thought he looked to be about the same age as Billy; early twenties) in a flowing white robe tied by a simple cord of rope at the waist. A strange symbol was the robe's only adornment, but it didn't distract the eye from the obvious power of the garment's owner. He was well built and broad shouldered, with a face that would have been handsome had it not been so obviously cruel.

Rebecca gasped, her eyes widening. _There was a man, in the forest. A young guy, with some crazy robe thing. He…he tried to kill me and Edward._ Mat's words, spoken so long ago on the _Ecliptic Express_, came back to her suddenly.

"Who the fuck are you?" Billy demanded, his voice angry.

"He's the puppet master" Rebecca said. "He's the one who's been pulling all the strings all night." She pointed a finger at him. "You-you-you _bastard!_ You killed Edward and Mat!"

The young man grinned. "And Kevin and a host of others who you'll never learn about. And that's just tonight. Tomorrow, I'll expose the whole word to my armies!"

Billy looked on in confusion. "Who…who are you?"

The young man chuckled coldly. "You have no idea, do you? No idea who I am?" He shrugged. "It's a shame. But I guess if I'm going to kill you, you should at least know why."

And then he began to change. His entire body shuddered, and Rebecca realized that his entire shape, his entire being, was not that of a person at all. He was made up of the leeches, the same as the man who had attacked her on the train.

When the transformation was done it was not a young man who stood before them, but an old one, an old man with a hawk-like nose and beady eyes set into a skull-like face.

"Doctor Marcus?" Rebecca said aloud. "But…That's impossible!"

Marcus laughed coldly; not the rich sound of the young man but a harsh cackle. "No, dear, I'm afraid it is _very_ possible. Years ago, I was murdered on the order of Umbrella higher ups. They were jealous and fearful of my genius and wanted to put someone in my pass that they could control. They came into the very labs under which we stand and shot me down like a dog." He kept talking, but his voice and body began to change again, back to the young man (_the young_ Marcus Rebecca realized). "They left me to die in my lab. But, as I lay bleeding out on the cold floor, something happened. Something _wondrous_. My Queen, the leech on whom I had begun my experiments, saw my need and came to me. From that moment on, we two were as one." He gestured around at the other leeches. "It has been a long time in coming, but finally my children were strong enough and numerous enough to make our war. _We_ attacked the Umbrella labs here in the forest. _We_ infected the people of the outlying houses and on the train. Soon, we'll be ready to step out of the darkness and into the daylight, and then we will bring down Umbrella!"

"It doesn't have to be that way" said Rebecca urgently.

Billy looked at her in confusion. "What are you doing?" he asked her quietly.

"Trust me" she replied at the same volume. Raising her voice, she turned to Marcus. "Doctor, you're a genius. Anyone can see that. What you've done with the T-virus is…elegant. You could do so much for humanity. But this? You've taken your God given talents and turned them into something…something evil. You want to stop Umbrella. So do we. Why can't we work together? With your help we could bring these people down." She paused. "And no one else would have to die" she said softly.

Marcus stared at her for a moment, his face unreadable. Then, sudden and whip-like, his arm shot out and slapped her across the face with enough force to knock her off her feet.

Billy had the shotgun up in a second. "Touch her again, you monster, and I'll take your goddamned head off!"

Marcus chuckled. "Your toy gun doesn't scare me. I've already died once. You will not kill me again." He looked at Rebecca, who was in the process of picking herself up off the ground. "You say we should work together, do you?" He laughed out loud. "You have no idea how the world _works_, do you girl? How far Umbrella's influence reaches?" He shook his head. "No. There can be only one way to end them, only one way to revenge myself." He stretched out his arms, like a preacher reaching the climax of his sermon. "The entire _world_ must burn in an inferno of hate!"

Billy pumped the shotgun. "Not if I can help it!"

Marcus opened his mouth, probably with some other dark and dire prophecy of the world; only this time no words came out. Instead, like some sort of huge and slimy tongue, a leech slid forward.

Rebecca cringed. She saw Billy wrinkle his noise in disgust. "What the fuck-"

Marcus seemed just as surprised by this turn of events as they did. His eyes had grown wide with horror. He opened his mouth again, to say what Rebecca had no idea, but it made no difference; more leeches came out. The young Marcus clawed at his throat, which had begun to bulge and tremble, but then Rebecca figured her own throat would do the same thing, were it full of leeches trying to be free.

"C'mon!" Billy said, tapping her arm. "Let's go. While he's still doing…Whatever the hell it is he's doing."

They sprinted to the elevator trolley, vaulting over the low guard rail. Billy wiped the control panel clear of leech slime, then began pressing buttons. "One of these _has_ to be it" he muttered to himself.

He must have pushed the right button; with a jolt the car began to move, agonizingly slow at first but faster and faster the farther it went.

Rebecca looked down at Marcus. He was still standing in the same spot; his body's outline becoming blurred as the leeches that held him together slowly began to loose whatever central control had held them together. She watched as his eyes expanded out of his head into the same sort of appendages she'd seen on the head of the crawling insects in the Training Center. The rest of his body sank into a puddle, a puddle that grew larger and larger as leeches from all over the room joined it.

The puddle slowly resolved itself into a hideous mass, somewhere between the leeches that had formed it and a huge and evil beetle. It cast blind eyes about the room, shaking the twin antennae on its head in what Rebecca assumed was some sort of sonar; it was trying to _hear_ its way to them.

"All hail the Queen" Rebecca muttered.

Instantly the monster's head jerked up in their direction. With a roar of hunger it surged after them, onto to the conveyor belt of the elevator.

"Oh shit" said Billy quietly.

And the chase was on.

Umbrella Management Training Center

(Enter WILLIAM BIRKIN)

After much horrifying, vain searching, he had found it. The control room, the room from which Umbrella had monitored all of the comings and goings, all of the goings on and doings of the UMTC.

Hastily he made his way to the central computer and booted it up. He was amazed that, after years and years of neglect, it still worked.

The first screen that came up showed that there was an ongoing distress signal from the Hive. Birkin irritably exed out of that screen, then opened the command prompt window.

"Administrative access" he muttered to himself as he typed. "Fail safe devices. Self destruct system. Password….?" He shook his head, trying to remember what it had been. _Damnation, it's been to long since I did this last_. Then, it dawned on him. "Annette."

The screen flashed up a message.

PASSWORD ACCEPTED

"WARNING" came the anonymous (and to Birkin and the dozens of other Umbrella trainees, obnoxious) voice of the UMTC's automated announcement system. It had usually been used to announce meal times, curfew, and other such things. Now its final task would be to announce its own destruction. "SELF DESTRUCT SYSTEM ACTIVATED. FIFTEEN MINUTES UNTIL UMTC AND ALL LABORATORIES DETONATE."

Birkin was already out the door before she had finished speaking. Fifteen minutes? He'd have to hurry if he planned to get out. All the same, Birkin wasn't worried. He was a survivor, always had been. Of his graduating class at the UMTC, only himself, Annette, and Albert, and a small handful of others, had survived of a group of over one hundred candidates. Birkin had gotten where he was through sheer determination, cunning, and ruthlessness. It'd take more than a dumb AI like the UMTC's computer to finish him.

All the same, William Birkin made it out of the building completely before the system countdown had reached ten minutes.


	29. Last Resort

Chapter 5-4

Last Resort

The Hive

(Enter JD SALINAS)

He followed Rain through the maze of the Hive in a daze. He had no idea where they were going; he didn't know if _she_ knew. But if he followed Rain, he didn't have to think for himself and that was what JD needed most right now.

Try as he might, he couldn't get the image of Olga out his mind; the terrified look on her face as she fell into the crowd of infected below, the pain screams as they tore ravenously into her body, the look of peace as she pulled out the Walther and insured that, whatever they did to her, she wouldn't come back.

The zombies were still back there at the bottom of the ladder. For all JD knew, they were still eating his friend's body. There wasn't going to be enough of all Olga to go around, though, so some of them would probably get bored and wander off. They'd be a problem later, assuming there was a later.

Rain shoved open a heavy door and stepped inside. Ever the professional, she quickly scanned the room with the MP5, then motioned for him to follow. When she turned to look at him, JD saw that her face was wet with tears. She hadn't made a sound the entire time they had been moving.

"We can stay here for a little while" she said, her voice firm and betraying none of her feelings. "We need to plan out next move. Figure out how to link up with Mat and Chad, then get out of here."

JD nodded. "Then what?"

"Then, as far as I'm concerned, this whole place can go to Hell." And then Rain Ocampo, his battle hardened officer, let go.

JD wasn't sure what to do in this situation. The elite part of the UBCS they belonged to was far more lax in its treatment of seniority-JD's constant picking at Rain was proof of that. They had been based loosely on the American military's DELTA Force in that respect.

But there was a deep chasm between teasing a superior and the situation he found himself in now. JD was at a loss. He'd performed more hazardous operations than many professional soldiers, but he had no clue how to comfort a woman.

"You've known her for a while, haven't you?" he asked after a moment. He figured talking might help matters; he'd always found it helped him when he lost comrades.

Rain nodded. "Yeah. She was one of the first women the UBCS let out on active duty, one of the first real female commandoes the Company ever employed. They assigned her to James Shade's team for the same reason they gave him me; he was the only squad leader at the time who cared more about results than gender. We always looked out for each other. We were the groundbreakers. If our service with the Company went well, then they'd probably be willing to induct other women." She shook her head. "But that's all over and done with now. I've been in command for almost this entire operation, and all I've managed to do is get almost my entire team killed. Even if we make it out of this alive, they'll drum me out so fast-"

"Well, then fuck them" said JD.

Rain looked up at him and blinked. "What?"

"Fuck them" repeated JD. "I've served with bad commanders before, and you…You've done just fine. None of the things that went bad tonight are your fault. Shit just happens." He shrugged. "If they kick you out, then they'll have to kick me out too."

"Why?"

"Because I believe in standing up for what's right" said JD. "After everything I've seen tonight, I'd have a hard time living with myself if I stayed on."

"So, what will you do?"

JD shrugged again. "I dunno. You and me, we got skills. Skills that people will pay us to use."

"You want us to become mercenaries?"

JD nodded. "That's right. Guns for hire. You, me, Mat and Chad if they'll come. The four of us, we'd be unstoppable."

"And what would we do?"

"I was thinking something along the lines of Robin Hood. Defend the weak and poor from the-Jesus Lord!" he exclaimed in midsentence as the door they had come through swung open. He raised the M4 to eye level as the someone (or some_thing_) darted into the room. He lowered the weapon a half second later, at about the same time as the 9mm handgun that had appeared in front of his face came down. "Goddammit Mat, I almost fucking _killed_ you!"

"Sorry about that" replied the young cop sheepishly. "I didn't expect you two to be in here." He pointed down the hallway. "There's a ladder down there, but those undead are all over the place." He looked over at Rain. "You're looking a little better. The anti-virus is working, I take it?" Then he realized that someone was missing. "Where's Olga?"

Rain looked down at the ground. "She…She didn't make it."

Mat shook his head. "Damn it" he said softly. "Damn it all to hell and gone." He looked between JD and Rain. "Well, it's just us. What's the plan?"

Rain exchanged a look with JD. She turned to Mat. "We were just talking…"

"Talking _about_?"

"Rain said she'd be perfectly happy to see this place go up in smoke" said JD. "I tend to agree with her. What about you?"

Mat didn't even hesitate. "Sounds good to me. What Umbrella's been doing here…It's wrong. And it's already killed at least one of my friends. If we can hurt them, I say we do it." He paused. "How much would loosing this facility hurt their monster making works?"

JD inhaled and then blew the air out of his mouth. "That's a better question for Chad than me. But it can't do them any favors, that's for sure."

"Okay" said Mat. "How do we go about this?"

"First, we need to get back into contact with Chad" said Rain. "He has access to the Hive's schematics. He can tell us what we need to do to bring this place down."

"Great" said Mat. "Let's call him."  
"That's sort of a problem" said JD. "We haven't heard from him since you reactivated the RED QUEEN. I don't know if there's a connection-"

"But it's all too likely there is" finished Mat. "Damn, I was hoping this'd be easy."

Rain snorted. "Mat, something you're gonna have to learn in life is that nothing worth doing is ever easy."

"Oh good God" said Mat in mock exasperation. "You sound just like my grandpa!"

Control Room

The Hive

(Enter CHAD KAPLAN)

The bodies of his former colleagues were stretched out on the floor where Chad had shot them. There wasn't a whole lot left of their heads. What the 8357 had done to them wasn't pretty.

Chad had stepped out into the hallway for a moment, then hurried back inside and sealed the door behind him. There were wall to wall infected coming from both directions. There was no way he could get out on his own. He'd need extraction from someone else, either his teammates or other Corporate commandoes. He had a feeling it'd be a long wait before _that_ happened.

In the meantime he began to go back over the RED QUEEN's history. That had amused her at first.

"That won't help you at all" she had informed him, the last two words coming out like they were one-_etowl_.

Chad just lifted his shoulders, hands out with palms up. A _what can you do?_ gesture. "I know. But it can't hurt you, can it?"

Alice had shrugged. "No, I guess it c_ah_n't."

She got bored watching him shortly thereafter, and went back to doing whatever it was that computers do when there isn't anything for them to work on. About two seconds after that Chad began to hear a dull pounding on the door outside. He did his best to block out the noise, but it was always there in the back of his head.

He was hunting for whatever Parks had done to change the RED QUEEN's programming. It must have been some sort of virus, some sort of massive rewrite of her software that had caused her psychotic breakdown. It had always been hypothesized that super intelligent AIs could become insane, but Chad had always assumed that his colleagues were just reading too much science fiction. To have such a thing happen, let alone happen to _him_, to a machine _he_ had programmed, was…troubling.

At last, he found what he was looking for-the last time Parks had used his administrative codes to access the RED QUEEN. Chad traced the lines of code with his finger, watching in horror at what the other man had done next.

"Bastard" he muttered. Parks hadn't just tweaked the RED QUEEN-he'd destroyed her. What he had done (attacking the machine with a malicious and self replicating virus) was irreversible. The RED QUEEN, Alexia Ashford's greatest work, had been destroyed in a matter of seconds with a few key strokes.

"Alice, I'd like to talk to my friends" he told the computer.

Alice thought it over for a moment. Parks's virus had dramatically slowed her processing speed; such a simple calculation ought to have taken no more than a few nanoseconds. "I guess I can allow that".

"Thank you." Chad stepped up to the microphone he'd been using to talk to his teammates most of the night. "Hello? Is anyone there?"

There was a pause. "Chad? Where are you?"

"I'm still in the Control Room."

"Okay" said Rain after a moment. "Just sit tight, we'll come get you."

"You can't".

There was another pause.

"What do you mean 'can't'?" Mat asked.

"There are infected all over this area" said Chad. "I'm stuck. There's too many here for you to fight your way through."

"But Chad, we're gonna-"

"I know" he said. "Or at least, I can guess what you're going to do. The terminal you want to access is on the uppermost tier. There's an elevator that will take you there. Once you do what you need to, you'll need to destroy the super magnet on that floor. That will allow you to open the doors to the Hive's supply entrance. Right now, it's probably your most viable exit. Do you understand what I'm telling you?"

Another short pause. "Yeah, man, we get it" said JD. "Are you sure?"

Chad nodded, realized they couldn't see him, and spoke. "Yeah. I'm sure. There's nothing you can do for me from up here. I'll try and buy you some time, but I don't want you to worry about me. Okay?"

"Okay."

"Good. Now, good luck. You're gonna need it."

The Hive

(Enter MAT DAWSON)

"I'll stay up here and cover you guys" said JD, kneeling down on top of the stairs. He unslung a large, skeletal looking rifle. "Been meaning to try this bad boy out."

"Okay" said Mat. "I'll go first. Rain, you watch my back, 'kay?"

Rain nodded.

"Oh!" exclaimed JD. "Hang on a second." He fished around in his bag for a moment, then pulled out one of the most wonderful things Mat had ever seen.

"Christmas just came early" he said, pulling the empty magazine out of his P90 and stuffing it into his pocket with the others. He slapped home the fresh mag, then chambered a round. "I'm ready."

"Here, I'll scatter the little pricks out for you" said JD. He pulled a small ball, about the size of a Christmas tree ornament, and tossed it down into the mass of zombies who were feeding on what had to be Olga.

There was a muffled thump and the infected went flying in all directions.

"Go!" shouted JD, and Mat went.

He didn't bother trying to climb down the ladder. He just slid, his hands and feet off the rungs completely.

Mat landed, spun around, and shot the nearest zombie in the head with his P90. Two more fell in quick succession to JD's rifle, then Rain was on the ground next to him, panting heavily.

"You okay?" Mat asked, noting her sweat slicked face.

"Shit" she muttered. "It's the anti-virus. I must be due for another dose." She looked down at what had been her medic. "Damn" she said, shaking her head. "There's nothing left."

"We need to go get more-" Mat started to say, but Rain shook her head _no_.

"We're not gonna make it out of this, Mat. I'm sorry, but that's just how it's gonna be. Let's just try and make our deaths mean something, okay?"

Mat nodded. "Sounds good to me. Let's get a move on."

Their progress slowed down almost immediately. Rain could stand on her own, but she couldn't move much faster than the infected. Mat had to half carry, half drag her along. JD shot down zombies from a distance and Mat nailed a few with the P90 one handed, but it was still slow, dangerous going.

Finally, they reached the end of what seemed to Mat the longest hundred feet of his life.

"C'mon!" he shouted to JD. "Let's go!"

The marksman nodded from his perch. "I'll be right down!" he called back. He shot two of the zombies that hadn't followed Mat and Rain, then turned around to begin his descent.

There was an earsplitting scream that echoed across the entire cavernous room.

Rain looked at Mat blearily. "What was that?"

He shook his head. "No ide-Oh shit!"

Emmerging from the narrow hallway behind which JD had been sniping, like something from a bad dream, was the parasite Mat had encountered in the RED QUEEN room.

"JD! Run!" Mat shouted, knowing it was too late.

The creature was on the marksman before he could even react. It just absorbed him, the same way it had the strange man earlier.

"No!" screamed Rain. "JD!"

Mat tugged at her arm. "C'mon! There's nothing we can do for him. We have to keep going!"

Rain glared at him a moment, then nodded. "Right."

They turned to the one door in the room. Between the two of them they managed to force it open. Mat shined his flashlight into the darkened room, saw the elevator and that the way was clear, than motioned Rain inside.

"Go on. I'll be right behind you."

An odd look crossed Rain's face. "That's what Olga said before she-"

"Don't worry. I mean it. Now go."  
Mat watched as the parasite slid its hideous bulk down the ladder and onto the floor with the infected. One by one it began to consume them too. Mat sighted in on it, wanting to see if the P90's 5.7mm rounds would hurt it.

"What are you waiting for?" Rain shouted from behind him. "Our ride's here!"

Mat spun and ran into the waiting elevator. The elevator doors closed a second later; in the mean time Mat could watch the parasite as it made its slow, relentless progress toward them.


	30. Confrontation

Chapter 5-5

Confrontation

Umbrella Warehouse

(Enter BILLY COEN)

"C'mon!" he growled. The lift car didn't seem to hear him, or else didn't care. It continued at its same sedate pace. Below them, Marcus (or the thing that had been Marcus) wiggled and squirmed its way into the narrow shaft, screeching in hungry glee as it chased them.

Billy looked over at Rebecca. "There's no choice" he said, gesturing beneath them. "This damn thing is going too slow. We'll have to jump off and run."

Rebecca stared at him for a moment, then nodded. "Fine."

They vaulted over the car's guardrail and began their desperate uphill run. The shaft didn't seem terribly steep when riding the car, but actually on foot, the horrible truth became evident. The shaft was at a nearly seventy-degree angle and was completely smooth. Although they had started out running, soon enough Billy and Rebecca had to take slow, purposeful strides to keep going up.

At last they reached the top of the shaft and flat, solid ground. Billy guessed they were inside some sort of storage room or warehouse.

Rebecca looked at him. "We made it!" she exclaimed. "Now we're home-"

There was a scream of metal tearing away from metal and the lift car came bouncing up out of the shaft in a shower of sparks. It struck the far corner of the large, empty room they found themselves in, then slid down in a pile of twisted metal. They stared at the wreckage in shock for a moment; an ear-splitting shriek made them look up and back at the shaft.

Riding the conveyor belt like it was some sort of perverse parade float, the Queen leech followed them into the room. As soon as it could, the monster parasite lurched into the warehouse after them. Once it caught site of them, it scrambled in their direction, a hungry look in its blind eyes.

"What do we do?" Rebecca asked, looking around for a way to escape.

"If we can't get out, then we fight" said Billy, raising the shotgun.

The Queen swatted at them with tentacles that had suddenly sprouted from its back. Billy and Rebecca dove in opposite directions, causing them to miss and leave deep rifts in the concrete floor.

Billy raised the shotgun to eye level and fired. There was a screech from the Queen, who swung in his direction and flailed at him with its tentacles. Billy lunged out of the way, but one tentacle wrapped itself around his ankle and flung him across the room. He landed with a groan in a pile of crates.

"Billy!" Rebecca cried in anguish. He regained his senses in time to see her unloading the MP5 magazine into the Queen, which had been baring down on him. With an off handed flick the huge creature sent Rebecca sprawling. It didn't even pause in its advance.

_Why do they always come after me?_ Billy wondered. The giant scorpion, the frog-monsters, the two leechmen on the trolley…It was getting old.

Billy rooted through the wrecked crates for the shotgun. His fingers closed on the grip and he jerked the weapon up triumphantly. Firing it one handed would hurt, but…

Except, there was a distinct lack of barrel. The shotgun had its stock and trigger intact; after that it came to an abrupt end. Billy was just glad the barrel wasn't bent. If that had been the case, it would have exploded in his hands, and that would have quite probably ruined his entire day.

"Again?" he complained, throwing the useless weapon at the Queen. That was his third weapon lost toady; both shotguns had broken and the grenade launcher was God only knew how far back in the lab. That left him with the two Colt products, and Billy wasn't sure how effective they'd be against the huge abomination.

He extricated himself from the wrecked crates and hurried away; the Queen was big and powerful but also slow and cumbersome. It couldn't change course as quickly as he could.

Billy looked around for something bigger to throw at the monster. Otherwise, he'd just have to keep plugging away at it with the 9mm and .45; not his idea of a good time.

His eyes darted across the warehouse, but it took Billy a moment to realize that something was missing.

"Oh shit" he muttered. "Rebecca! Rebecca, where are you?"

He found her a second later, stretched out face down across the concrete floor where the Queen had swatted her aside. She wasn't moving…

_Oh no_ Billy thought. _Please God, not now. Not after everything else. Damn it, we're so close!_

He ran toward her, ignoring the Queen as it slowly followed. "Rebecca?" he asked, crouching down beside her. "Rebecca, can you hear me?" He reached out and grabbed her shoulder. "C'mon Rebecca!"

She groaned and tried to sit up. "Billy? What happened?"

"Are you okay?" he asked, concerned. "That thing knocked you out, and I thought you were-"

"I'm _fine_" said Rebecca after a moment. "Really. Just a little dazed. But we need to-_Watch out!_"

Billy spun in time to see the Queen swing a tentacle down and wrap it around his midsection. He had enough time to draw the Colt; then he was off the ground.

"Billy!" he heard Rebecca scream, followed by the rapid fire of the MP5. All that accomplished was getting Rebecca snatched up by another tentacle. Now they were both dangling off the ground, tight in the clutches of the Queen.

Billy fired his handgun wildly, 9mm bullets striking the stark walls of the warehouse as often as the beast itself.

Then, there was the sound of shattering glass. _Oops, Mom, I broke a window_ Billy thought whimsically. Then all thoughts were driven from his head by the scream the Queen let out. If the one it had given when it first entered the warehouse had been ear splitting, this was ear_ rending_.

The Queen spasmed about, flailing tentacles in all directions. In its agonized throes, it dropped both Billy and Rebecca to the hard floor.

"What's gone wrong with it?" Rebecca asked, watching as the Queen slapped at itself with its many tentacles.

Billy watched for a moment, then realized what was happening. Carefully, he raised the Colt and aimed for the section of wall he had hit early. The sound of the gunshot was lost in the screams of the Queen, screams that only became worse when light from a second broken window fell on its body.

"It's the sunlight!" Billy shouted at Rebecca, as much in excitement as to be heard over the writhing Queen. "It can't handle the sun!" He looked around for a moment. There had to be some way to expose it to more light…

"There!" shouted Rebecca, pointing to the long seam that ran the length of the warehouse. "They must have put that in for helicopters!"

Billy nodded. "Great! Now, how do we open it?"

Rebecca pointed to a crank on the far wall. "That looks likely" she replied; Billy was only able understand her by reading her lips.

He nodded. "Get there. I'll cover you."

Rebecca gave him one last look, then darted for the crank.

Billy turned to face the Queen, a two handed grip on his handgun, the broken handcuff link on his arm slapping against his thigh. He'd had the damn thing on his wrist all night; it was, in some absurd way, a companion just as much as Rebecca was.

"Well, Queenie, looks like it's just you an me" Billy said. The Queen finally managed to haul its girth out of the burning sunlight and face him, _mano-a-monster_.

That was when the emergency announcement began to blare.

(Enter REBECCA CHAMBERS)

"ATTENTION ALL PERSONNEL. ATTENTION ALL PERSONNEL. THE SELF DESTRUCT COUNTDOWN HAS BEGUN. FIVE MINUTES UNTIL DETONATION. FIVE MINUTES UNTIL DETONATION."

So the voice informed Rebecca. It was that of a woman, and one for whom English was obviously _not_ a first language. Rebecca rolled her eyes. _As if this wasn't bad enough. Now the building's gonna explode…_

She ran for the crank, arms pumping as she flat-out dashed with the last of her energy. This night had been long, too long, and she was almost too tired to carry on. Almost.

_Just a little longer_ she told herself. _Just a little longer. Then we're done with this._

Rebecca grabbed hold of the crank and began to turn with all her might. The metal was course against her already badly mauled fingers (she'd scraped them up pretty bad hanging over the bottomless pit the demon monkey had knocked her into), but Rebecca didn't stop until the crank wouldn't turn anymore. Up above, she could hear the sound of the roof as it slowly began to slide open. It seemed amazing to her that someone so small could move something so large.

Then, all of a sudden, she couldn't. The crank stopped, but the roof was only partially open. There was a long, thin line of sunlight running down the middle of the warehouse, but that was it. It wouldn't go any further.

"Honestly!" Rebecca shouted in angry frustration. _Why can't these people do anything the easy way?_ There had to be another crank somewhere; all Rebecca had to do was find it, crank it, and- "Hope that does it" she muttered.

She sprinted around Billy's fight with the Queen. It was bearing down on him slowly, menacingly, even as pieces of its body sizzled and burned in the light. Billy was shooting those every few seconds, but it wasn't enough. Too much of the Queen's body was still bulletproof; they needed to let in more light.

Naturally, the crank was on the opposite side of the warehouse from the first. Rebecca ran to it, perhaps not as quickly as she had to the other, but ran all the same. She grabbed the crank and began to spin as quickly as was humanly possible.

Slowly, agonizingly, the roof came open. Rebecca didn't stop turning even when the Queen screamed in agony and flailed about as its very body burned.

In the end, the crank didn't open the ceiling completely. But it opened enough. The Queen had nowhere to run, nowhere to hide. All the years it had spent in the tunnels beneath them had left it unprepared for daylight. Its skin began to crack and peel, its movements slowing down and becoming more robotic. It growled weakly, looking for its foes. If it died, it seemed to want them to join it.

"Hey Queenie!"

The Queen spun around. Rebecca watched as it found Billy, standing unafraid only a few feet away in the middle of the room, in the middle of the sunlight.

"Feast on _this_!" he shouted, raising the Peacemaker with both hands. Even so, pulling the trigger nearly caused the weapon to smash his nose.

It did worse for the Queen, though. Rebecca saw the single bullet tear entirely through its body, taking huge chunks of flesh with it. The Queen gave one last, feeble cry, and collapsed into a smoking heap.

Rebecca watched that with weary eyes. _Is it really dead?_ she wondered, unsure if she could believe it.

Then the room exploded, and Rebecca had more important things to worry about.

(Enter BILLY COEN)

The voice had kept on with its nagging chant the entire time Billy had fought the Queen, and he had quickly tuned it out. All the same, he noticed when it stopped.

"Oh _Hell_" he began when the first explosion went off.

Fire traveled up the lift shaft and flew through the open roof and into the clear morning air. Billy scrambled to the side as another explosion destroyed the warehouse's rear wall, sending debris in all directions.

"Rebecca!" he shouted. She wasn't at the first crank, he noted thankfully, a second before one of the huge support beams for the roof collapsed and buried it under rubble. "Rebecca!"

He looked around frantically; dumb luck alone saved him from being flattened by falling pieces of the warehouse.

Then he spotted her, standing next to a _second_ crank and looking like she didn't know what to do. Billy ran in her direction, skirting around a piece of another support beam that fell less than two feet in front of him. He tried shouting her name, but in all the commotion there was no way she could hear him. He'd need to get closer.

And closer he got. He ran forward and grabbed her forearm. "Now wouldn't be a bad to leave, you know?" he shouted at her bewildered face. Then he dragged her back through the obstacle course that the warehouse had become.

Another explosion rocked the building, and part of it fell into the tunnels below. The entire floor began to slant down into that yawning abyss; with all the explosions going off it looked like nothing more than the Gates of Hell. The body of the Queen slid into that chasm, and Billy never saw it again.

He had to work hard to make sure he and Rebecca didn't join their late and unlamented foe. The entire room seemed intent on diving into the opening, and if it happened to take the two hapless people foolishly running across the warehouse with it, so what?

"Billy!" Rebecca screamed. He turned to see her pointing at a large, metal door not far away. There was a huge padlock, but Billy guessed the Peacemaker would take care of that.

He drew the magnum revolver and leveled it one handed, his other still holding Rebecca's wrist. He felt her hand grab his, just below his thumb.

"To help you aim" she said, though he hadn't asked a question.

Then he pulled the trigger, their combined grips absorbed the recoil, and the lock was gone. Together, they ran for the door, for freedom, for escape. Together they shoved it open and hurried into the daylight that blinded them at first.

"Down!" Billy shouted, dragging Rebecca down a slope and away from the open door.

A second later there was a flash of fire, a deafening roar, and the warehouse was gone. Pieces of it began to rain down on the Arklay forest. Some of them were still burning, but the trees were wet from the previous night's rain. There wasn't much danger of a fire braking out.

Billy looked over at where the warehouse had once stood. Now it was only a large, smoking crater. Umbrella's operations there were finished.

_Good riddance_ he thought. Then he lay down beside Rebecca and stared up at the sky.


	31. Marathon

Chapter 5-6

Marathon

The Hive

(Enter MAT DAWSON)

Mat darted around a corner and fed the purple lizard lurking around the corner a burst from the P90. It went down with a shriek, twitched, and let out an explosive sigh as it died. Mat checked the corridor for anything else waiting for a bite, then motioned to Rain.

"C'mon!"

And Rain was coming, coming as fast as she could, but with the T-virus coursing through her system her top speed left something to be desired. She was stumbling along, her face pale and slick with sweat, her eyes unfocused.

Mat turned around just in time to see another lizard jump out of cover and make a savage swipe at his intestines. He fired the P90 from the hip, the 5.7mm bullets tearing completely through the purple fiend's body and striking the wall behind it. The creature twitched under the multiple impacts, then fell dead at his feet.

Mat turned back to Rain. She was panting heavily, and looked like she was about out of steam. Mat stepped toward her.

"Lean on me" he said. "We're almost there."

Rain looked as if she wanted to protest, but simply did not have the energy to do so. She nodded, then put her arm around his neck and let him support most of her weight. Together, they stumbled down the dark corridors of the Hive's underbelly.

They found the room easily enough. Strangely, the door was already wide open when they stepped through it, and Mat half expected it to hiss closed when they were on the other side. But the door remained open, and they both heaved a sigh of relief.

Mat pointed to the large computer that dominated one wall. "What do you bet that does what I think it does?"

Rain shrugged, but didn't say anything. She was fading fast. Apparently the T-virus was making up for lost ground now that the anti-virus had worn off.

Mat helped Rain lean against a wall, then moved to the terminal. He tapped a few keys and brought the screen to life. _Great_ he thought. _Now I just have to figure out how to blow this damn thing up._

Control Room,

The Hive

(Enter CHAD KAPLAN)

"Your friends seem to be trying to access the Hive's self destruct sequence" Alice informed Chad, where he lay on the floor of the control room, inside a conduit. "You wouldn't happen to know anything about that, would you?"

Chad shook his head, realized the RED QUEEN couldn't see the gesture, and answered. "'Fraid not."

Alice was quite for a moment, then apparently decided on another tactic to get annoy him. "You know that doesn't lead anywhere safe" she said, her voice cool and condescending.

"Yep." Chad was trying to keep his answers as short as possible.

"Then what are you trying to do?"

He didn't answer that one. His actions would become self evident soon enough…

Failsafe Control Center

The Hive

(Enter MAT DAWSON)

INVALID PASSCODE the computer told Mat for what had to be the third time. INPUT CORRECT CODE.

"Fuck off!" Mat shouted at the screen, slapping the keyboard.

There was a pause, then a new message scrolled across the screen.

EMERGENCY OVERRIDE ACCEPTED

Mat blinked in confusion. "Okay" he muttered, pressing a few more buttons.

DESTRUCT SEQUENCE ACTIVATED

"Time to go" he said over his shoulder to Rain.

Control Room

The Hive

(Enter CHAD KAPLAN)

"You've been very naughty" Alice informed him.

Chad shrugged. "Guilty as charged."

"You disappoint me" Alice said. She sighed. "I had hoped we would at least talk for a little bit longer. But now you've gone and done _this_." Chad imagined the young Alexia shacking her head. "Now I shall have to kill you."

Immediately the door to the Control Room slid open and the zombies who had been waiting outside began to file in. Chad brought up the 8357 and opened fire.

"Come on!" he shouted, dropping the first two through the door with careful headshots. "You want me, you're gonna work for it!"

The Hive

(Enter MAT DAWSON)

The rather obnoxious voice kept repeating that there was only a certain amount of time before the Hive went sky high. It was getting on Mat's last nerve, but all the same he was glad for it. Otherwise he wouldn't have known how long he had until they were incinerated.

"Where do you two think you are going?"

Mat spun around to see an unknown man in a torn suit standing behind he and Rain. "Who are you supposed to be?" The man stepped forward, then stopped when Mat leveled the P90 at him. "That's close enough" he said. "Now, who are you?"

The man grinned. "You're a very cautious man, Mr. Dawson. My master and I could use that."

"How do you know my name?" Mat demanded. Then it became clear to him. "Wait! You're with the guy in the forest. The one who killed Edward. You son of a bitch!"

"My family tree has little to do with this" said the other man. "You were most helpful in killing Mr. Shade and Mr. Parks earlier. My master could use your help."  
Mat helped Rain stand on her own, allowing them both to raise their SMGs. "Who are you? And who's this master of yours?"

"His name's Cain" Rain said through gritted teeth. "He's the bastard who got Olga eaten alive."

"Ah, she speaks!" exclaimed the man named Cain. "I am most impressed. I can feel the T-virus inside your system, and it is quite powerful. It's a wonder that you're still able to stand." He shrugged. "Not that your continued existence is of much consequence. You spurned our offer earlier. We will not repeat it." He turned to Mat. "Kill her, and you and your friend Kaplan in the Control Room may go free."

Mat blinked. "Wait. You want me to show Rain? Why?"

"To test your obedience" Cain replied. "She will be dead soon anyway. What difference does it make as to how?"

"Maybe" said Rain. "But I'm not dead yet!" Before Mat could do anything to stop her, she squeezed the trigger on the MP5. Cain's body staggered under the impacts, and he slumped back against the wall. Rain fired another burst into his body, watching as he stopped breathing. "Fuck you" she said coldly. Then she collapsed.

Mat caught her before she fell. "C'mon!" he said, lifting her up. "We can still make it. Chad said it wasn't much farther from here."

Rain's feet dragged along the ground, but Mat held her upright. She blearily covered them both with the MP5 as they hurried down the corridor.

They rounded a bend and found themselves in a large garage, with big white box trucks stretched across one wall. Each truck had the red and white emblem of Umbrella Ahead they could see a pair of huge steel doors, which Mat assumed were the only thing separating them from the outside world.

"Okay" he said, pointing to the doors. "We just need to figure out how to open those doors. There must be a control panel-"

He never finished that sentence. From the darkness came a pair of infected dogs, big German breeds, which slammed into Mat and Rain and knocked them apart.

Mat rolled away from one, hastily drew the Browning, and fired the handgun six times before getting a headshot. Then he turned to where Rain was struggling with her own dog, but couldn't get a clear shot.

She had her combat knife out and was stabbing the dog in the gut, soaking it and her with blood. The dog bit down hard on Rain's shoulder and tore a piece of flesh off. She screamed in pain, then shoved the dog back before it could get another bite. It tried to lunge again, but Rain threw her knife, planting the blade in between its eyes.

Mat bent down to help her up. "Are you alright?"

She shook her head. "Not really, but I can still stand, and I can still fight." Killing Cain had apparently let her hit her second wind, but Mat was afraid that it was also going to be her last. Even if they did manage to get through the doors, there was no way she'd survive.

"Let's go" she said. "Chad said we needed to blow up the door's magnetic lock. That ought to open them up for us. We just need to find it."

Mat bent down and plucked the knife from the dead dog's head. He offered it to her, but she shook her head. "No, you hold onto that. I don't need it anymore." Mat started to protest, thought better of it, then followed his staggering, stumbling friend into the Hive's garage.

They found what had to be the magnet very quickly. It was in a large room with a lot of fancy equipment. Rain stepped into it and looked around. "I'll bet a single frag would take care of all this" she muttered, nodding to her self. She pulled a grenade off her vest and tossed it into the air. "Where to put it?"

Mat started to follow her into the room to help her find a place. Just then the computerized voice changed its steady montra.

"DESTRUCTION IMMINENT. ALL DOORS WILL NOW CLOSE."

"Oh shit" Mat said softly as a steel door slid down, ready to cut him in half.

Rain was suddenly in front of him, shoving him back out of the magnet room just before the panel slid down.

"No!" he shouted, pounding the metal. "Damn it, not now!"

"Mat?" Rain's voice was on the other end of the plate. "Mat, can you hear me?"

"Yeah. Listen, just sit tight. I'll figure out some way to get this thing open, and-"

"No."

"What do you mean, no?"  
"I'm going to set that grenade off and destroy the magent" Rain answered. "It'll allow you to escape."  
"But it'll kill you!"

"I'm dead anyway." Mat heard Rain sigh. "At least this way I get to choose my own death. I'll give you a few seconds to get clear, then I'll pull the pin. I suggest you hurry."

"Rain…" Mat said. "I'm sorry. I'm sorry it worked out this way."

"It's fine" she replied. "Just keep fighting Umbrella. And remember us. Remember that not all of us were monsters."  
Mat nodded. "I will."

"Good. Now get clear. I'm gonna pull the pin. I suggest you steal a truck and get out of here while you still can."

Mat nodded to himself and hurried over to the waiting trucks. He darted into an office, grabbed as many key rings as he could hold, then ran back out to the waiting delivery trucks. About halfway there he heard a muffled explosion.

Mat wasn't a particulary religious individual. _Godspeed, Rain Ocampo_ he thought, all the same. Somehow, it seemed appropriate.

He climbed into the first truck he saw, then began to stick keys into the ignition until one stuck. As soon as that happened, he kicked the mammoth vehicle into gear and pulled out of the que of trucks. Mat wasn't licensed to drive such a large truck, but didn't really care. He headed for the doors…which weren't open.

"Damn" he muttered, running back to the office. He looked around for a few frantic seconds, then found a likely switch. As soon as he flipped it, the huge doors began to slide apart.

Mat ran back toward the truck and yanked open the handle. He wasn't sure what made him glance at the rear-view mirror, but he did. Because of that, he saw the door he and Rain had entered through suddenly burst off its hinges and the parasite come squirming its way into the garage.

Whether it had been after him specifically or just trying to get away from the Hive, Mat wasn't sure. All the same, there was no way it wouldn't cause a problem.

He finished climbing into the truck and gunned the engine. The parasite turned in his direction and began to slide toward him. But it had apparently grown since last he'd seen it (_steady diet of undead will do that_ he thought), and was taking a while to get through the door. Mat guessed he had a chance.

Then the truck suddenly lurched, then began to roll backward. Mat pushed his foot down on the gas pedal, but it made no difference. He was going back, whether he liked it or not.

He tried to open the door and escape the last few dozen feet without the truck, but more tentacles shot across both doors. He was trapped.

Control Room

The Hive

(Enter CHAD KAPLAN)

Chad was using the swivel office chair to beat off the zombies while tried to feed a new magazine into his Beretta. So far, the plan wasn't working terribly well, and he was wondering if he ought to just end it now.

"Odd" muttered Alice. "I can't abort the sequence. I wonder why not?"  
"It's a failsafe" replied Chad, sweeping a dead scientist's feet out from under him. "In case we ever needed to completely destroy the Hive."

"Very clever" said Alice, pride in her voice. "Perhaps you aren't so stupid after all. It's a pity no one will ever know it."

Chad snorted, finally getting the magazine home. He chambered a round, then placed the weapon up against his forehead. "Story of my life" he muttered.

He was about to pull the trigger when a deep rumble sounded from somewhere below him. Chad had a brief moment to appreciate that he'd outsmarted the RED QUEEN. Then he, the zombies, and the Control Room were vaporized.

Delivery Shaft

The Hive

(Enter MAT DAWSON) 

He slashed frantically at a tentacle with Rain's knife, finally succeeding in severing it almost completely. Then he climbed through the truck's window and fell to the ground.

More tentacles came for him, but Mat shot them down with the P90, then turned to run. He heard the parasite let out an inhuman scream and felt it suddenly get hotter behind him, but he was so _close_. If he could just go a little farther…

The blast caught him before he managed to escape, and Mat's world went black.

**End of Chapter 5**


	32. Epilogue

Epilogue

Another Degree of Separation

The Arklay Forest

(Enter REBECCA CHAMBERS)

She'd been about to doze off. She felt like, for the first time in ages, she could finally take it easy. It wasn't likely that there were anymore Umbrella issue walking nightmares about, and if there were, she was fairly confident that Billy could handle them…

The static of the radio made her sit upright with a start. She'd forgotten all about it in all the madness of the previous night (_and early morning_ Rebecca realized, squinting in the sunlight). She had to fumble for the device, twisting the knob until whoever was talking became clearer.

"-found a large building, some sort of mansion in the Arklay Forest" Enrico's voice told her. "All STARS officers are to head in that direction. We have lit emergency flares at the entrance to help guide you in. We'll wait there for Alpha team to arrive and extract us. Repeat, this is Captain Enrico Marini of the STARS Bravo Team. We have found-" After being on all night, the radio's battery finally gave out. Rebecca tucked it into its holster on her belt, then turned to Billy.

"I should probably be going" she said. "My team might be injured. They'll probably need my help."

Billy nodded, but didn't stand up. He just remained seated, staring out over the Arklay Forest below them. "I wonder what that's from" he said, pointing to a line of smoke rising above the tree line several miles away. "That can't be from the labs we were in, can it?"

Rebecca shook her head. "No. That must be another facility. I wonder what happened." She shrugged. "It doesn't matter. It's over now, or over for us anyway. We can just go back to our lives."

Billy snorted bitterly. "Maybe you can" he said sadly. "Not me. I have no life to get back to. If your cop buddies get ahold of me, that'll be it."

Later, Rebecca wouldn't be sure why she did at that moment, but it just felt right. She reached down, took hold of the chain Billy's dog tags hung by, and tugged at them gently, until the links came apart. Then she placed them around her own neck.

"Billy Coen, ex-lieutenant, died inside that nightmare" she said, gesturing behind him. "Enjoy your life, Billy. Your old one just ended."

Billy stood up, his face a mask of shock. "What? You mean you're going to-Going to just let me go?" Rebecca nodded. "I don't know what to say."

"Then don't say anything" Rebecca replied. "It's the right thing to do. After everything we've been through, I won't let you die for something you didn't even do."

Billy looked like he was about to say something, but thought better of it. Then he suddenly stood up straight (a position Rebecca's dad would have described as "ramrod"). He brought his right hand up to his forehead.

Rebecca had seen Mat's grandpa salute the flag during the Memorial Day Parade so many years ago, and tried to imitate him. She remembered how Mat had done the same thing once, gotten caught by Mr. Dawson, and then been so thoroughly punished for mocking his grandfather's service record that they had neither one ever saluted again, even when messing around. _Mat_ Rebecca thought. _I'm sorry you didn't make it. I'll miss you, my friend._

They stood facing each other for just a few seconds, but in that time Rebecca knew she and Billy understood each other better than they ever had before. She felt like, if they did this much longer, she wouldn't ever be able to pull away from her new friend.

So Rebecca did the hardest thing she'd ever done, and turned her back on Billy, making her way down from to the Arklay Forest, which stretched below in silent splendor.

As she walked away, Rebecca thought she heard Billy say something, the same thing he'd said on the train what felt like years ago.

"Be careful."

**That's it. The end of my first novel, **_**Into the Night**_**. I hope it to be the first of many.**

** There are a lot of people who deserve credit for this project. First, Capcom for creating **_**Resident Evil**_** in the first place. It's a fun world to play in, and they're good enough to not lock the gate. **

** S.D. Perry's novelization served as some basis for this work. Without being able to reference certain parts of **_**Zero Hour**_**, I wouldn't have been able to finish this.**

** Youtubbers like NintendoCentral and Cubemario also deserve credit. Their walkthroughs were invaluable in helping someone who had never played the game figure out how it worked.**

** Even though he'll probably never read this, my buddy Charles helped me revise the first part of the story, which went far on the road toward Mat Dawson not being a Mary-Sue character. I know I still have other kinks to work out, but he's helped me to get on the right road.**

** Deserving more credit than anyone else, though, is Natureboy3, who was good enough to look over about half of **_**Into the Night**_**, usually getting back to me within hours of finishing a chapter. His contributions provided major insight into how the story should have worked, and he helped me clarify things that were at first reading rather vague. You're a great guy, and I wish you the best.**

** There are other who deserve credit. Foremost are Jammer69er and Rebecca Is **_**Not**_** Amused, who have consistently reviewed this story for most of its life. As always, getting feedback is great, and you two have been especially good about it. There are others too, but your feedback has been most heartening and insightful in finishing this book. It wouldn't have come into being without your constant encouragement.**

** Lastly, thanks to everyone else who has read, is reading, or will read this in the future. I wrote this for you.**

**-Godzillafan93**


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